Form 8-K

8-K — Chiron Real Estate Inc.

Accession: 0001104659-26-080436

Filed: 2026-07-02

Period: 2026-06-26

CIK: 0001533615

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — tm2619294d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2619294d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619294d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): July 2, 2026 (June 26,

2026)

Chiron

Real Estate Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37815

46-4757266

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of Principal Executive Offices)

(Zip Code)

(202) 524-6851

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbols:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

XRN

NYSE

Series A Preferred Stock, par value $0.001 per share

XRN PrA

NYSE

Series B Preferred Stock, par value $0.001 per share

XRN PrB

NYSE

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

On June 26, 2026, Chiron Real Estate Inc. (the “Company”),

through certain subsidiaries, entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Altoona

PA IRF, LLC, Mechanicsburg PA IRF, LLC, Mesa AZ IRF, LLC, Sherman TX IRF, LLC, Las Vegas NV IRF, LLC, Surprise AZ IRF, LLC and Oklahoma

City OK IRF, LLC, each a Delaware limited liability company and each a subsidiary of COMREF Chiron IRF, LLC, as buyers (collectively,

the “Buyers”), pursuant to which the Company agreed to sell a portfolio of seven inpatient rehabilitation hospital

properties located in Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise,

Arizona; and Oklahoma City, Oklahoma (collectively, the “Properties”) for an aggregate purchase price of $217.0 million,

subject to customary prorations, adjustments and credits.

The Purchase Agreement provides for a closing date of

June 29, 2026, subject to extension rights set forth therein, and in no event later than July 31, 2026, unless otherwise agreed by the

parties. On June 29, 2026, the Company completed the sale of the Properties to the Buyers

pursuant to the terms of the Purchase Agreement.

Following the closing, the Properties are owned by a

joint venture between the Company or one of its affiliates and a U.S. public pension fund, pursuant to which the pension fund holds an

85% interest and the Company or one of its affiliates holds a 15% interest and serves as managing member. Chiron Real Estate LP, a Delaware

limited partnership and an affiliate of the Company, joined the Purchase Agreement solely for purposes of certain post-closing obligations

described therein.

The foregoing description of the Purchase Agreement

and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text

of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.01. On June 29, 2026, the Company completed the sale of the Properties

to the Buyers for an aggregate purchase price of $217.0 million, subject to customary prorations, adjustments and credits.

Item 9.01

Financial Statements and Exhibits

(b)

Pro forma financial information.

The following unaudited pro forma financial information

for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”):

· Unaudited Pro Forma Condensed Consolidated Balance Sheet for the Company as of March 31, 2026

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31,

2026

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025

The unaudited pro forma financial information is derived from the historical

financial statements of the Company and gives effect to the sale of the Properties as if the sale had occurred on January 1, 2025 for

the purposes of the unaudited pro forma condensed consolidated statements of operations, and as of March 31, 2026 for the purposes of

the unaudited pro forma condensed consolidated balance sheet.

(d)

Exhibits.

Exhibit No.

Description

10.1

Agreement of Purchase and Sale, dated as of June 26, 2026, by and among certain subsidiaries of Chiron Real Estate Inc., as sellers, the

buyers party thereto, and Chiron Real Estate LP, solely for the limited purposes set forth therein.

99.1

Unaudited Pro Forma Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Chiron Real Estate Inc.

By:

/s/ Jamie A. Barber

Jamie A. Barber

Secretary and General Counsel

Date: July 2, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619294d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution

Copy

Certain schedules or similar attachments to this exhibit have been

omitted pursuant to Item 601(a)(5) of Regulation S-K.

AGREEMENT OF PURCHASE AND SALE

This Agreement of Purchase

and Sale (this “Agreement”), is entered into as of the 26th day of June, 2026 (the “Effective Date”)

by and between GMR Altoona, LLC, a Delaware limited liability company (“Altoona Seller”), GMR Mechanicsburg, LLC, a

Delaware limited liability company (“Mechanicsburg Seller”), GMR Mesa, LLC, a Delaware limited liability company (“Mesa

Seller”), GMR Sherman, LLC, a Delaware limited liability company (“Sherman Seller”), GMR Las Vegas, LLC,

a Delaware limited liability company (“Las Vegas Seller”), GMR Surprise, LLC, a Delaware limited liability company

(“Surprise Seller”) and GMR Oklahoma Northwest, LLC, a Delaware limited liability company (“Oklahoma Seller”;

the Altoona Seller, Mechanicsburg Seller, Mesa Seller, Sherman Seller, Las Vegas Seller, Surprise Seller and the Oklahoma Seller referred

to herein individually and collectively, “Seller”), and Altoona PA IRF, LLC, a Delaware limited liability company (“Altoona

Buyer”), Mechanicsburg PA IRF, LLC, a Delaware limited liability company (“Mechanicsburg Buyer”), Mesa AZ

IRF, LLC, a Delaware limited liability company (“Mesa Buyer”), Sherman TX IRF, LLC, a Delaware limited liability company

(“Sherman Buyer”), Las Vegas NV IRF, LLC, a Delaware limited liability company (“Las Vegas Buyer”),

Surprise AZ IRF, LLC, a Delaware limited liability company (“Surprise Buyer”) and Oklahoma City OK IRF, LLC, a Delaware

limited liability company (“Oklahoma Buyer”; Altoona Buyer, Mechanicsburg Buyer, Mesa Buyer, Sherman Buyer, Las Vegas

Buyer, Surprise Buyer and the Oklahoma Buyer referred to herein individually and collectively, “Buyer”).

WITNESSETH:

1.             Agreement

to Buy and Sell. Seller agrees to sell and convey to Buyer, and Buyer agrees to buy and take title to, under the terms and conditions

set forth below, the following:

(a)           The

real estate of each Seller set forth opposite each Seller’s name on Schedule 1(a), as more particularly described

on Exhibit A-1 (with respect to the Altoona Parcel, as defined below), Exhibit A-2 (with respect

to the Mechanicsburg Parcel, as defined below), Exhibit A-3 (with respect to the Mesa Parcel, as defined below), Exhibit A-4

(with respect to the Sherman Parcel, as defined below), Exhibit A-5 (with respect to the Las Vegas Parcel, as defined

below), Exhibit A-6 (with respect to the Surprise Parcel, as defined below) and Exhibit A-7 (with

respect to the Oklahoma Parcel, as defined below); together with all landscaping, buildings, parking areas, fixtures and other structures

and improvements owned by Seller and located thereon or attached thereto, all rights, benefits, privileges, easements, tenements, hereditaments

and appurtenances related thereto and owned by Seller, including, without limitation, appurtenant easements over any adjacent properties,

mineral rights and oil and gas rights, subsurface rights, development rights, air rights, riparian rights, stormwater discharge capacity

allocations, sanitary sewer discharge capacity allocations and water rights, if any, and all rights, title and interests of Seller in

and to all strips and gores of any land lying in the bed of any street, road, alley, open or proposed, adjoining any such real estate,

if any, pertaining thereto (the real estate owned by Altoona Seller is referred to herein as the “Altoona Parcel”,

the real estate owned by Mechanicsburg Seller is referred to herein as the “Mechanicsburg Parcel”, the real estate

owned by Mesa Seller is referred to herein as the “Mesa Parcel”, the real estate owned by Sherman Seller is referred

to herein as the “Sherman Parcel”, the real estate owned by Las Vegas Seller is referred to herein as the “Las

Vegas Parcel”, the real estate owned by Surprise Seller is referred to herein as the “Surprise Parcel” and

the real estate owned by Oklahoma Seller is referred to herein as the “Oklahoma Parcel”; each, a “Parcel”,

and collectively, the “Real Property”). Subject to the terms of this Agreement, Seller agrees to sell and convey (i) the

Altoona Parcel and the related Lease and other portions of the Property to the Altoona Buyer, (ii) the Mechanicsburg Parcel and the

related Lease and other portions of the Property to the Mechanicsburg Buyer, (iii) the Mesa Parcel and the related Lease and other

portions of the Property to the Mesa Buyer, (iv) the Sherman Parcel and the related Lease and other portions of the Property to the

Sherman Buyer, (v) the Las Vegas Parcel and the related Lease and other portions of the Property to the Las Vegas Buyer, (vi) the

Surprise Parcel and the related Lease and other portions of the Property to the Surprise Buyer (vii) the Oklahoma Parcel and the

related Lease and other portions of the Property to the Oklahoma Buyer.

(b)           All

furnishings, fixtures, equipment, tools, supplies, appliances, machinery, building materials, signage, inventory, carpeting, draperies,

artwork and other personal property, if any, owned by each Seller and located on and used exclusively at the Parcel of such Seller, including,

but not limited to, the items listed on Schedule 1(b) (collectively, the “Personal Property”); provided,

however, notwithstanding anything to the contrary and without limitation, the Personal Property being conveyed under this Agreement shall

not include: (i) any personal property or fixtures wholly owned by a Tenant (as hereinafter defined), a property manager or other

third party; (ii) except as otherwise set forth herein, any cash, bank accounts, receivables, or other financial rights or instruments

of Seller; and (iii) any documents, files or information not included within the definition of Due Diligence Materials (as hereinafter

defined).

of the right, title and interest of each Seller as landlord or lessor under the leases, subleases, tenancy agreements, rental agreements,

licenses, sublicenses, occupancy agreements and other similar agreements and, in each case, any amendments, supplements, extensions, or

modifications thereto and guarantees (including any amendments, supplements, extensions or modifications of such guarantees) thereof (collectively,

the “Leases”) with the tenants, subtenants, occupants and licensees (each, a “Tenant”, and collectively,

the “Tenants”) occupying a portion of the Real Property of such Seller, as set forth on the rent rolls attached hereto

and made a part hereof as Exhibit B (collectively, the “Rent Roll”).

(d)           Prorated

rentals (prorated in accordance with Section 7 below) and the security deposits, key deposits and other refundable deposits

held by each Seller, if any, less any amounts applied in accordance with the Leases (the “Security Deposits”).

(e)           All

of the right, title and interest, of each Seller, if any, in and to the following, to the extent Buyer elects to assume the same: (i) licenses,

permits, entitlements, certificates of occupancy and reservations of water, sanitary sewer, stormwater drainage and other utility capacity

exclusively allocable to the Real Property; (ii) any existing surveys, studies, plans, title reports, soil reports, environmental

reports, engineering reports, floor plans, building plans, as-built plans (including, but not limited to, as-built utility plans showing

the plottable location of underground utilities), drawings and other technical information exclusively related to the Real Property, (iii) all

third-party claims, warranties, indemnifications, lien waivers, approvals, authorizations and guaranties, including, without limitation,

manufacturer warranties relating to the ownership, development, construction, occupancy or operation of, the Real Property and/or Personal

Property owned by each Seller and exclusively related to the Real Property and/or Personal Property and in Seller’s and/or the Property

Manager’s possession (if any), and (iv) any tradenames, property names, photographs, videos, renderings, websites, domain names

and intellectual property relating to the ownership and operation of the Real Property and/or Personal Property owned by each Seller (the

foregoing collectively, the “Intangibles”); provided, however, notwithstanding anything to the contrary and without

limitation, the Intangibles being conveyed under this Agreement shall not include any rights or interest in Chiron Real Estate or any

of its intellectual property (other than such rights exclusively related to the Real Property).

All of the foregoing as described

or referred to in Subsections (a) through (f) hereof are hereinafter collectively referred to as the

“Property.” Notwithstanding anything to the contrary, except as expressly provided in Sections 4(b), 4(c), 8, 9, and

20(b) of this Agreement, the transaction contemplated by this Agreement is for the sale and purchase of all of the Parcels identified

herein and in no event shall Buyer or Seller be permitted to terminate this Agreement or proceed with Closing with respect to less than

all of the Parcels identified herein.

2.             Purchase

Price; Deposit.

(a)           Buyer

shall pay to Seller for the Property the collective sum of Two Hundred Seventeen Million and 00/100 Dollars ($217,000,000.00) (the “Purchase

Price”), subject to such prorations and adjustments as set forth in this Agreement. The allocation of the Purchase Price for

the Property to each Parcel is set forth on Schedule 2 attached hereto (each, an “Allocated Purchase Price”

and, collectively, the “Allocated Purchase Prices”). The Purchase Price or Allocated Purchase Price(s) (as applicable),

subject to the adjustments, prorations and credits set forth herein, shall be deposited in escrow by Buyer by federal wire transfer of

U.S. Funds to Stewart Title Guaranty Company, 10 S. Riverside Plaza, Suite 1450, Chicago, IL 60606, Attn: Angeline Paolini;

xxx@xxx.com, Phone: (xxx) xxx-xxxx (the “Title Company”) on or before the Closing Date (hereinafter defined).

The Purchase Price allocated to each Parcel, and the adjustments, prorations, credits and expenses with respect to such Parcel shall be

set forth at Closing in separate settlement statements and/or one consolidated settlement statement. Notwithstanding anything in this

Agreement to the contrary, a portion of the Deposit in the amount of One Hundred and 00/100 Dollars ($100.00) (the “Independent

Consideration”) will be non-refundable to Buyer and will be paid to Seller upon any termination of this Agreement as independent

consideration for Seller’s performance under this Agreement. Except as otherwise set forth herein, if this Agreement is properly

terminated by Buyer pursuant to a right of termination granted to Buyer by Subsections 4(b), 4(c), 8, 9, 10(a), 12(a) or 20(b) of

this Agreement, if any, the Independent Consideration will be promptly paid to Seller and, subject to the relevant provisions herein,

the balance of the Deposit or the Allocated Deposit(s) (as applicable) together with any interest accrued remaining after distribution

of the Independent Consideration thereon to Seller will be promptly returned to Buyer. In the event of any termination of this Agreement

by Seller pursuant to Subsections 12(b) or 20(a), the Deposit (with any interest thereon) will be promptly paid to Seller.

(b)           Within

seven (7) business days following the Effective Date, Buyer shall deliver to Escrow Agent (as hereinafter defined) an earnest money

deposit in the amount of Four Million and 00/100 Dollars ($4,000,000.00) in immediately available funds (the “Deposit”).

The allocation of the Deposit for the Property to each Parcel is set forth on Schedule 2 attached hereto (each, an

“Allocated Deposit” and, collectively, the “Allocated Deposits”). At Buyer’s election, the

Deposit shall be deposited in an interest-bearing account selected by Buyer and all interest shall be deemed part of the Deposit. Notwithstanding

anything to the contrary, from and after the expiration of the Due Diligence Period (as hereinafter defined), the Deposit shall be non-refundable

to Buyer under all circumstances except a termination of this Agreement by Buyer as expressly provided in this Agreement (in the event

of which termination, the Deposit or the Allocated Deposit(s) (as applicable) shall be returned to Buyer) or as otherwise expressly

provided in this Agreement. The Deposit or the Allocated Deposit(s) (as applicable) (and any earned interest) shall be fully applicable

as a credit to the Purchase Price or the Allocated Purchase Prices(s) at the Closing in the event that the Closing occurs.

3.             Instruments

of Conveyance; Other Documents.

(a)           The

following documents, fully executed by each applicable Seller (and witnessed and notarized, where applicable) shall be delivered by each

applicable Seller into escrow with the Escrow Agent on or before the Closing Date (or such other date as specified):

(i)            Special

warranty deeds with respect to the Altoona Parcel (from Altoona Seller to Altoona Buyer) and the Mechanicsburg Parcel (from Mechanicsburg

Seller to Mechanicsburg Buyer) in the form attached hereto as Schedule 3(a)(i)-1 (collectively, the “PA Deeds”),

a special warranty deed with respect to the Sherman Parcel (from Sherman Seller to Sherman Buyer) in the form attached hereto as Schedule

3(a)(i)-2 (the “Sherman Deed”), a grant, bargain and sale deed with respect to the Las Vegas Parcel (from Las

Vegas Seller to Las Vegas Buyer) in the form attached hereto as Schedule 3(a)(i)-3 (the “Las Vegas Deed”),

a special warranty deed with respect to the Oklahoma Parcel (from Oklahoma Seller to Oklahoma Buyer) in the form attached hereto as Schedule

3(a)(i)-4 (the “Oklahoma Deed”) and special warranty deeds with respect to the Mesa Parcel (from Mesa Seller

to Mesa Buyer) and the Surprise Parcel (from Surprise Seller to Surprise Buyer) in the form attached hereto as Schedule 3(a)(i)-5

(collectively, the “AZ Deeds”; together with the PA Deeds, the Sherman Deed, the Las Vegas Deed, and the Oklahoma Deed

are collectively referred to herein as the “Deeds”), conveying fee simple title to each Parcel of the Real Property

to Buyer free and clear of all liens, charges and encumbrances whatsoever, except the following: (A) zoning ordinances, subdivision

and planning laws and regulations and building code restrictions and all laws, rules and regulations relating to land and structures

and their use; (B) real estate taxes and assessments, both general and special, which are a lien but are not yet due and payable

on the Closing Date; (C) all Permitted Exceptions (as hereinafter defined); and (D) rights of tenants in possession under the

Leases as set forth on Schedule 10(a)(ix)-1 or otherwise entered into in accordance with this Agreement, without any

rights of first refusal to purchase, rights of first offer to purchase or other purchase options other than as set forth on Schedule

10(a)(xi), which, in each case, were not exercised prior to the Closing Date or in connection with the transactions contemplated

in this Agreement;

(ii)           The

Assignment and Assumption of Leases attached hereto as Exhibit C and incorporated herein, conveying to Buyer all of

Seller’s right, title and interest in and to the Leases to Buyer;

(iii)          The

Assignment and Assumption of Intangibles attached hereto as Exhibit D and incorporated herein, conveying to Buyer all

of Seller’s right, title and interest in and to the Intangibles agreed to be assumed by Buyer after Closing;

(iv)          An

affidavit of “Non-Foreign Status” in the form attached hereto as Exhibit I and incorporated herein;

(v)           An

owner’s affidavit in form reasonably acceptable to Seller and the Title Company attached hereto as Exhibit J

and incorporated herein;

(vi)          The

Bill of Sale attached hereto as Exhibit E and incorporated herein, conveying to Buyer title to the Personal Property;

(vii)         An

updated rent roll in form attached hereto as Exhibit B, delivered by Seller to Buyer no later than three (3) business

days prior to the Closing Date, dated as of the date of delivery, certified by Seller to be true, correct and complete in all material

respects to Seller’s knowledge;

(viii)        Seller’s

certificate, certifying that the representations and warranties set forth in this Agreement were true and correct when made and are true

and correct in all material respects as of the Closing Date (or, subject to Buyer’s rights set forth in the last paragraph of Section 10(a),

specifying how such representations and warranties are no longer true and correct as of the Closing Date);

(ix)           A

consolidated settlement statement and/or separate settlement statements setting forth the Purchase Price or the Allocated Purchase Price(s) (as

applicable) and related allocation of closing expenses to be borne by Buyer and Seller;

(x)            A

non-imputation affidavit and indemnity in form reasonably acceptable to Seller and the Title Company attached hereto as Exhibit K

and incorporated herein (and Buyer agrees the Title Company may limit the non-imputation endorsement to not cover claims below Fifty Thousand

Dollars ($50,000) in the aggregate);

(xi)           A

notice (a “Tenant Notice”) to each of the Tenants substantially in the form attached hereto as Exhibit H,

which Tenant Notices may be delivered outside of Escrow by Seller or Seller’s property manager(s) (collectively, the “Property

Manager”) after Closing;

(xii)          Confirmation

of the terminations, effective no later than the Closing, of those existing management agreements (including, but not limited to

any property management, asset management and portfolio management agreements) and leasing agreements with brokers/listing agents with

respect to the Property (if applicable) for which Seller is a party;

(xiii)        A

Realty Transfer Tax Statement of Value (REV-183) with respect to the Altoona Parcel and Mechanicsburg Parcel setting forth the respective

Allocated Purchase Price and no exemption claimed;

(xiv)        A

State of Nevada Declaration of Value Form (LGS-F049) with respect to the Las Vegas Parcel setting forth the respective Allocated

Purchase Price and no exemption claimed;

(xv)         An

Affidavit of Land Ownership: Business or Trust (OAG 2024-2 -Non/Exempt Business/Trust) with respect to the Oklahoma Parcel setting forth

the respective Allocated Purchase Price and no exemption claimed;

(xvi)        An

Affidavit of Property Value (DOR Form 82162) with respect to the Mesa Parcel and the Surprise Parcel setting forth the respective

Allocated Purchase Price and no exemption claimed;

(xvii)       Such

transfer tax forms, disclosures and reports, including any bulk sale(s) clearances or similar, as are required to be executed by

the Seller by applicable state and local law or reasonably required by the Title Company in connection with the conveyance of real property;

and

(xviii)      Such

other documents, certificates and instruments as the Title Company may reasonably require in order to effectuate the transaction described

herein, including without limitation evidence of the existence, organization and authority of Seller and of the persons executing documents

on behalf of Seller, affidavits and “gap” indemnities and brokers lien waivers reasonably required by the Title Company to

issue the Title Policies.

(b)           The

following original documents, to the extent in the possession or control of Seller or the Property Manager, shall be delivered by Seller

to Buyer on or before the Closing Date:

(i)            The

original Leases;

(ii)           All

original certificate(s) of occupancy for the Property and all Tenant spaces or suites at the Property, permits, licenses, approvals

and all other similar documents relating to the Property;

(iii)          All

third party produced plans (including, but not limited to, any building pans, floor plans, as-built plans and as-built utility plans showing

the plottable location of underground utilities), drawings, specifications and reports requested by Buyer; and

(iv)          All

keys, combinations and security codes for all locks and security devices for the Property.

following funds and documents, fully executed by each applicable Buyer (and witnessed and notarized, where applicable), shall be delivered

by each applicable Buyer into escrow with the Escrow Agent on or before the Closing Date:

(i)            The

balance of the Purchase Price or the Allocated Purchase Price(s) (as applicable);

(ii)           The

Assignment and Assumption of Leases;

(iii)          The

Assignment and Assumption of Intangibles;

(iv)          Buyer’s

certificate, certifying that the representations and warranties set forth in Section 10(b) of the Agreement were true

and correct when made and are true and correct in all material respects as of the Closing Date;

(v)           A

consolidated settlement statement and/or separate settlement statements setting forth the purchase price and related allocation of closing

expenses to be borne by Buyer and Seller;

(vi)          A

State of Nevada Declaration of Value Form (LGS-F049) with respect to the Las Vegas Parcel setting forth the respective Allocated

Purchase Price and no exemption claimed;

(vii)         An

Affidavit of Property Value (DOR Form 82162) with respect to the Mesa Parcel and the Surprise Parcel;

(viii)        Such

transfer tax forms, disclosures and reports, including any bulk sale(s) clearances or similar, as are required to be executed by

the Buyer by applicable state and local law or by the Title Company in connection with the conveyance of real property; and

(ix)           Such

other documents, certificates and instruments as the Title Company may reasonably require in order to effectuate the transaction described

herein, including without limitation evidence of the existence, organization and authority of Buyer and of the persons executing documents

on behalf of Buyer.

4.             Title

Insurance and Survey.

(a)           On

the Closing Date, Buyer will obtain an ALTA owner’s fee policy of title insurance or a Texas (T-1) owner’s fee policy of title

insurance, as applicable, for each Parcel, issued by the Title Company in the amount of the applicable Allocated Purchase Price insuring

fee simple title to the Real Property vested in Buyer, subject only to the exceptions permitted to be in the Deeds and including such

endorsements as Buyer may require (provided, such endorsements shall not require Seller or its affiliates to execute any indemnities or

additional obligations, except to the extent expressly provided in this Agreement) during the Due Diligence Period based upon its review

of the Title Commitments and Surveys, including, without limitation, a non-imputation endorsement (if available) (each, a “Title

Policy”, and collectively, the “Title Policies”); the cost of the Title Commitments, Title Policies and any

endorsements thereto shall be paid in accordance with Section 7(b) hereof. Seller shall obtain preliminary title commitments

in respect of the Real Property (each, a “Title Commitment”, and collectively, the “Title Commitments”)

and shall cause a copy of the same (together with legible copies (to the extent available) of all exception documents referenced in the

Title Commitments) to be furnished to Buyer. Buyer, at Buyer’s sole cost and expense, may obtain surveys of the Property (each,

a “Survey”, and collectively, the “Surveys”) made on the ground by a registered surveyor. Prior

to the Effective Date, Buyer notified Seller pursuant to certain Buyer’s Title Objection Letters dated as of May 29, 2026 (collectively,

“Buyer’s Title Objection Letter”) to remove or take other action to satisfy any exceptions or other matters shown

in the Title Commitments or the Surveys which are objectionable to Buyer (said exceptions or other matters, together, herein called the

“Defects”). Pursuant to that certain Seller’s Response to Buyer’s Title Objection Notice dated as of June 16,

2026 (collectively, “Seller’s Title Response Letter”), Seller notified Buyer of its agreement to remove or take

such other action requested by Buyer to satisfy such Defects or not take any action to satisfy such Defects. Seller shall be required

to remove all mortgages, deeds of trust, deeds to secure debt, financing statements, collateral financing interests, security interests,

judgment liens, tax liens for taxes currently due and payable (including, but not limited to, liens of ad valorem real or personal property

taxes, bulk sales taxes and assessments), mechanic’s liens, materialmen’s liens, liens securing payment of monetary obligations

and any other liens which were created by or through Seller and which constitute liens of a definite or ascertainable amount, but specifically

excluding any liens resulting from the action or inaction of Buyer and/or any Tenant of the Property (collectively, “Monetary

Liens”), it being acknowledged that except with respect to Monetary Liens, Seller shall not be required to remove or take such

other action to satisfy any Defect. Buyer has elected to accept such title as Seller is willing to furnish as set forth in Seller’s

Title Response Letter and shall be deemed to accept the Defects (other than Monetary Liens) that Seller has not agreed to remove or otherwise

satisfy. All matters of title and survey (other than Monetary Liens) not objected to by Buyer in Buyer’s Title Objection Letter,

together with those Defects (other than Monetary Liens) which Seller does not agree to remove or otherwise satisfy as set forth in Seller’s

Title Response Letter and which Buyer accepts, or is deemed to have accepted, shall be deemed to be “Permitted Exceptions”

for the purposes of this Agreement, it being acknowledged that in no circumstances will Monetary Liens be deemed Permitted Exceptions.

(b)           Notwithstanding

Buyer’s objection rights set forth in Section 4(a) above, Buyer shall have the option, to further direct the Title

Company to conduct a title search for the continuation of one or more of the Title Commitments (each, an “Updated Title Commitment”

and, collectively, the “Updated Title Commitments”) and further direct the applicable surveyors to update one or more

of the Surveys (each, an “Updated Survey” and, collectively, the “Updated Surveys”), which Updated

Title Commitments and Updated Surveys shall be delivered to each of Buyer and Seller. If any new exceptions or other matters are shown

in any Updated Title Commitment and/or any Updated Survey that Buyer, in its reasonable discretion, determines will materially and adversely

affect the Property (said exceptions or other matters, together, herein called the “New Defects”), Buyer shall, within

five (5) days business days after receipt of any such Updated Title Commitment or Updated Survey (the “Update Notice

Period”), notify Seller in writing to remove or take other action to satisfy any such New Defects, it being acknowledged that

Buyer shall have no right to object to any Permitted Exception disclosed in any Updated Title Commitment or any Updated Survey to the

extent disclosed previously in the Title Commitments or Surveys and not materially modified by such Updated Title Commitment or such Updated

Survey. If Buyer fails to notify Seller in writing of any New Defects prior to the expiration of the Update Notice Period, then, except

with respect to Monetary Liens, Buyer shall be deemed to have (i) approved the applicable Updated Title Commitment or Updated Survey,

and (ii) waived any rights to terminate this Agreement pursuant to this subsection. If Buyer so notifies Seller of any New

Defects within the Update Notice Period, then Seller shall have a period of five (5) business days after receipt of such notice

(“Seller’s Update Response Period”) to notify Buyer of its agreement to remove or take such other action requested

by Buyer to satisfy such New Defects or not take any action to satisfy such New Defects; it being acknowledged that, except with respect

to Monetary Liens, which Seller shall be required to remove, Seller shall not be required to remove or take such other action to satisfy

any New Defect. If Seller fails to timely respond during the Seller’s Update Response Period, Seller shall be deemed to have elected

not to remove or otherwise satisfy such New Defects (other than Monetary Liens). If Seller has elected or is deemed to have elected not

to remove or otherwise take such other action requested by Buyer to satisfy such New Defects during Seller’s Update Response Period,

then Buyer, at Buyer’s option to be exercised by written notice to Seller within five (5) business days after the receipt

of Seller’s notice, may either (i) accept such title as Seller is willing to furnish as set forth in Seller’s notice

letter or based the lack of such notice letter and Buyer shall be deemed to accept the New Defects (other than Monetary Liens) that Seller

has not agreed to remove or otherwise satisfy, or (ii) terminate this Agreement in whole or partially with respect to any applicable

Parcel(s) affected by such New Defects and the Deposit or the Allocated Deposit(s) (as applicable) shall be returned to Buyer

and neither party hereto shall thereafter be under any further liability or obligation to the other party under this Agreement or, in

the case of a partial termination, the portions of this Agreement with respect to the applicable Parcel(s) affected by such New Defects

(including the obligation to sell the applicable Parcel and pay the applicable Allocated Purchase Price), except to the extent such obligations

expressly survive termination of this Agreement (or the applicable portion thereof). If Seller does not receive the termination notice

within the five (5) business day period set forth herein, then Buyer shall be deemed to have (i) approved the applicable

Updated Title Commitment or Updated Survey and accepted such title as Seller has agreed to furnish as set forth in Seller’s notice

letter or based on the lack of such notice letter, other than with respect to Monetary Liens, and (ii) waived any rights to terminate

this Agreement pursuant to this subsection. All new matters of title and/or survey not objected to by Buyer, together with those

New Defects which Seller does not agree to remove or otherwise satisfy within the Seller’s Update Response Period and which Buyer

accepts, or is deemed to have accepted, shall be deemed to be “Permitted Exceptions” for the purposes of this Agreement,

it being acknowledged that in no circumstances will Monetary Liens be deemed Permitted Exceptions. To the extent any of the time periods

for Buyer and/or Seller to make elections as set forth in this subsection extend beyond the then-scheduled Closing Date, the Closing

Date shall be extended to allow Buyer and/or Seller the full time period to make such elections hereunder; provided, however, no such

extension shall cause the Closing Date to extend beyond the Outside Closing Date (as hereinafter defined) and all time periods under this

subsection shall be deemed to expire on the Outside Closing Date (if not already expired).

by the then-scheduled Closing Date (subject to Seller’s right to adjourn the Closing pursuant to this Agreement), Seller has not

cured to the reasonable satisfaction of Buyer all Monetary Liens or other Defects or New Defects which Seller has agreed to remove or

otherwise satisfy in Seller’s notice letters, then Buyer may either (i) accept such title as Seller is willing to furnish and

shall be deemed to accept the Defects and/or New Defects that Seller has not removed or otherwise satisfied, provided that if Seller fails

or refuses to cause any Defects and/or New Defects that are Monetary Liens to be removed or otherwise satisfied to Buyer’s satisfaction,

Buyer shall have the right to deduct from the Purchase Price or the Allocated Purchase Price(s) (as applicable) amounts required

to remove and/or pay off the Monetary Liens at Closing, or (ii) terminate this Agreement in whole or partially with respect to any

applicable Parcel(s) affected by such Monetary Liens, Defects and/or New Defects and the Deposit or the Allocated Deposit(s) (as

applicable) shall be returned to Buyer and neither party hereto shall thereafter be under any further liability or obligation to the other

party under this Agreement or, in the case of a partial termination, the portions of this Agreement with respect to the applicable Parcel(s) affected

by such Monetary Liens, Defects and/or New Defects (including the obligation to sell the applicable Parcel and pay the applicable Allocated

Purchase Price), except to the extent such obligations expressly survive termination of this Agreement (or the applicable portion thereof).

5.             Escrow.

This transaction shall be placed in escrow with the Title Company (the Title Company, in such capacity, the “Escrow Agent”).

An executed copy of this Agreement shall be deposited with the Escrow Agent, and this Agreement shall serve as the escrow instructions,

including, without limitation, the escrow provisions set forth on Exhibit L attached hereto and incorporated by reference.

6.             Closing

Date and Possession. Unless the parties otherwise agree in writing upon another date, this transaction shall close (the “Closing”)

on June 29, 2026 (the “Closing Date”), subject to extension as provided in Sections 4(b), 8, 9, 12(a) and

20(b); provided, however, notwithstanding anything to the contrary, in no event shall the Closing Date be extended beyond July 31,

2026 (the “Outside Closing Date”) with time being of the essence. Possession of the Property shall be delivered

to Buyer on the Closing Date, subject to the rights of the Tenants under the Leases and the rights under the Permitted Exceptions.

7.             Prorations

and Charges.

(a)           All

prorations, adjustments, credits and final readings with respect to the Property owned by each applicable Seller shall be made as of 11:59 p.m. on

the date immediately preceding the Closing Date (the “Proration Date”), the Closing Date being a day of income and

expense to Buyer, unless otherwise mutually agreed to by the parties in writing, as follows:

(i)            All

funds and rent payable to the landlord or lessor under the Leases (exclusive of Pass-Throughs which shall be prorated pursuant to subsection 7(a)(vii) below)

shall be prorated based upon the total rent paid to Seller or Buyer for the month of Closing. Uncollected rent and other uncollected income

shall not be prorated at Closing, but will be subject to application as provided herein, and Seller will not be entitled to bring any

action or proceedings to collect any such uncollected rent and other income. In addition, Buyer shall receive a credit for all free rent,

commissions, tenant allowances well as other costs and expenses due to any tenant or any leasing or other agents (collectively, “Leasing

Expenses”) that are or will be payable to the Tenants pursuant to Leases existing as of the Effective Date (as determined without

regard to any unexercised termination or cancelation right), including, but not limited to, the expenses set forth on Schedule 7(a)(i).

In the event Buyer receives any payment for rent or any amounts relating to any period prior to the Proration Date, then, after deduction

therefrom of any reasonable third-party expenses incurred by Buyer in connection with the collection thereof, Buyer shall forward such

amounts to Seller; provided, however, that such payments received from Tenants shall be allocated first to any amounts due and payable

to Buyer for periods after Closing and then to periods prior to Closing. In the event Seller receives any payment for rent or other amounts

relating to any period from and after the Proration Date, then such payments shall be forwarded to Buyer.

(ii)           Buyer

shall be credited at Closing for the amount of the Security Deposits. From and after the Closing Date, Buyer shall be solely liable and

responsible for the Security Deposits and shall pay and protect, indemnify, defend and hold Seller and its respective partners, employees,

agents, representatives, heirs, executors, administrators, legal representatives, successors and assigns (collectively, the “Indemnified

Parties”) harmless from and against any and all penalties, claims, losses, liabilities, damages, charges, costs and/or expenses

(including, without limitation, reasonable attorneys’ fees and court costs) incurred or suffered, directly or indirectly, by any

of the Indemnified Parties and arising out of or relating in any way to the Security Deposits first accruing on or after the Closing Date,

but only to the extent they are properly credited to Buyer at Closing. If tenant security deposits are in the form of letters of credit,

Seller shall endeavor to, at no expense to Seller, cause such letters of credit to be properly transferred to Buyer on the Closing Date,

and shall use commercially reasonable efforts to obtain the consent of the issuer of the letter of credit. The terms and provisions of

this subsection shall survive the consummation of this transaction and the delivery and filing for record of the Deeds.

(iii)          Buyer

shall secure Buyer’s own casualty insurance insuring the Property after Closing, if necessary, and Seller shall be entitled to any

unearned paid premium of any existing policy, if any.

(iv)          Seller

shall be responsible for and shall pay all utility charges incurred at the Property through the Proration Date to the extent the same

are Seller’s obligation and not the obligation of the Tenants, and Buyer shall pay all utility charges after the Proration Date

to the extent the same are Buyer’s obligation and not the obligation of the Tenants. Seller shall also be entitled to, and may,

following closing, obtain any applicable refunds of security or other deposits with any utility companies. If final readings and billings

cannot be obtained as of the Closing, then the proration at Closing shall be based on the most recently issued bills, which amount shall

be re-prorated when the final bills are received, and which proration shall be based upon the number of days Seller owned the Property

in such final billing period; provided, however, that in no event shall Seller be responsible for any utility or other charges or amounts

that are the obligations of any tenant or other person or entity. Buyer shall, at or prior to closing, make any deposits required for

utilities and other services of the Property. Seller agrees to cooperate with Buyer, to the extent necessary, to transfer the utility

services to Buyer.

(v)           Seller

shall be responsible for and shall pay any and all other expenses of the Property attributable to the period through the Proration Date,

including, without limitation, charges for deliveries made and services rendered to the Property, to the extent the same are Seller’s

obligation and not the obligation of the Tenants.

(vi)          In

the event that there are any pending tax appeals for taxes payable in the year of Closing or any subsequent years, Buyer shall have the

sole right to pursue such tax appeal after Closing. In the event such appeal for taxes payable in the year of Closing results in a refund,

after reimbursement to any tenants under any Lease for the overpayment of Pass Throughs (as defined below) paid or to be paid in respect

of such refund (after deduction of allocable expenses as may be provided in such Lease to such tenant), such refund shall be prorated

between Buyer and Seller pursuant to this subsection after deduction of reasonable attorneys’ fees and other reasonable expenses

actually incurred by Buyer in the pursuit of such refund or savings. Notwithstanding the foregoing, Seller, at Seller’s sole cost

and expense, shall have the right to pursue a tax appeal for any taxes payable in any years prior to the year of Closing, provided that

any such settlement of such tax appeals shall be subject to the prior written consent of the Buyer, not to be unreasonably withheld, conditioned

or delayed, and if any refund creates an obligation to reimburse any tenant under any Lease for any Pass Throughs Expenses paid or to

be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may

be provided in such Lease to such tenant) shall be paid to Buyer and Buyer shall disburse the same to such tenant.

(vii)         As

part of rents, tenants under the Leases may be obligated to pay “pass throughs” such as their proportionate share of property

taxes, assessments, insurance, operating expenses, or common area maintenance charges (collectively, the “Pass Throughs”).

All Pass-Throughs collected from tenants for periods prior to Closing that have not yet been finally reconciled with such tenants, less

amounts validly spent on items for which such charges were collected in accordance with the applicable Leases, shall be credited to Buyer

at Closing. Buyer and Seller agree to complete a reconciliation for Pass Throughs payable by the Tenants under the Leases from January 1

of the year of Closing through the Closing Date and paid by Seller prior to Closing or payable by Seller as of Closing (the “Reconciliation

Items”), which reconciliation shall be completed no later than sixty (60) days after the final reconciliation of Pass-Throughs

with the tenants under the Leases. To the extent actually collected from the tenants, Buyer shall reimburse Seller an amount equal to

all of the Reconciliation Items incurred by Seller, less amounts paid to Seller by the tenants as of Closing (the “NNN Shortfall”)

within ten (10) days of receipt of such amounts from the tenants. If Seller collected from the tenants more than the Reconciliation

Items, Seller shall credit any such overage to Buyer within ten (10) days following the reconciliation.

Not less than ten (10) business

days prior to Closing, Seller shall provide to Buyer such information and verification reasonably necessary to support the prorations

under this Section 7. In the event that any of the prorations, credits or adjustments described are found to be incorrect

within one hundred twenty (120) days of the Closing Date with respect to Subsection 7(a)(i) through (v) and (vii) hereof,

or within thirty (30) days of the issuance of the tax bills with respect to Subsection 7(a)(vi), the parties agree to

reprorate, recredit or readjust the same accordingly and pay the difference upon demand. The terms and provisions of this Subsection 7(a) shall

survive the consummation of this transaction and the delivery and filing for record of the Deeds.

(b)           The

closing costs shall be allocated as follows:

(i)            Each

Seller shall pay the following closing costs with respect to the Parcel owned by such Seller:

(A)          cost

of discharging any and all Monetary Liens or other Defects or New Defects that Seller has agreed to remove pursuant to Section 4

above;

(B)           cost

of real estate transfer taxes, conveyance fees, documentary stamps, or intangible taxes required by any government agency to transfer

the Las Vegas Parcel and the Oklahoma Parcel to Buyer as herein contemplated. Notwithstanding anything contained to the contrary, Seller’s

obligation under Subsection 7(b)(i)(B) or (C) shall not include and documentary stamps, intangible tax or other amounts

due in connection with any mortgage loan obtained by Buyer;

half (1/2) of the cost of real estate transfer taxes, conveyance fees, documentary stamps, or intangible taxes required by any government

agency to transfer the Altoona Parcel, the Mechanicsburg Parcel, the Sherman Parcel (if any), the Mesa Parcel (if any) and the Surprise

Parcel (if any) to Buyer as herein contemplated;

(D)           one-half (1/2)

of the cost of the escrow fee;

(E)           (i) cost

of the Title Commitment and the base Owner’s Title Policy (excluding the cost of any endorsements) for the Las Vegas Parcel, the

Oklahoma Parcel, the Sherman Parcel, the Mesa Parcel and the Surprise Parcel and (ii) the cost of extended coverage for the Owner’s

Title Policy for the Las Vegas Parcel, the Oklahoma Parcel, the Mesa Parcel and the Surprise Parcel;

(F)           cost

of recording the Oklahoma Deed; and

(G)           cost

of Seller’s attorney’s fees.

(ii)           Buyer

shall pay the following closing costs:

(A)           All

costs of the Title Policies and Title Commitments in excess of the portion of the premium described in Section 7(b)(i)(E) above,

including, without limitation, the cost of extended coverage for each Parcel (other than the Mesa Parcel, the Surprise Parcel, the Las

Vegas Parcel and the Oklahoma Parcel), all title costs for the Altoona Parcel and the Mechanicsburg Parcel, and any endorsements to the

Title Policies requested by Buyer or Buyer’s lender and all title costs related to the Title Policy for Buyer’s lender;

(B)           cost

of recording the Deeds (other than the Oklahoma Deed);

half (1/2) of the cost of real estate transfer taxes, conveyance fees, documentary stamps, or intangible taxes required by any government

agency to transfer the Altoona Parcel, the Mechanicsburg Parcel, the Sherman Parcel (if any), the Mesa Parcel (if any) and the Surprise

Parcel (if any) to Buyer as herein contemplated;

(D)           cost

of each Survey;

(E)           one-half (1/2)

of the cost of the escrow fee;

(F)           all

costs and expenses incurred in connection with the transfer of any permits, warranties or licenses in connection with the ownership or

operation of the Property; and

(G)           all

costs related to Buyer’s attorney’s fees, due diligence, inspections or financing, including without limitation, any documentary

stamps and intangible tax and all environmental and physical inspections.

(iii)          All

closing costs not expressly addressed in this Agreement shall be paid by Buyer or Seller in accordance with the local custom for commercial

real estate transactions in the County and State in which the applicable Parcel is located (with the prima facie source of such custom

being the First American Title Company’s Real Estate Laws and Custom Guide).

anything contained herein to the contrary, each Seller shall indemnify, defend, and hold harmless Buyer from any portion of real estate

or similar property taxes attributable to a portion of any taxable period prior to the Closing Date. The terms and provisions of this

Subsection 7(c) shall survive the consummation of this transaction and the delivery and filing for record of the Deeds until the

expiration of the Survival Period. Notwithstanding anything contained herein to the contrary, in the event any Seller is required to make

any payment to Buyer pursuant to this Subsection 7(c) as a result of any Tenant’s failure to pay real estate or similar property

taxes, such Seller shall have the right, but not the obligation, to bring and prosecute any action, claim, or proceeding against such

Tenant(s) to recover such amounts (including any related costs, expenses, and interest) and all claims under the Lease are reserved

and assigned to such Seller. The exercise or failure to exercise such rights by Seller shall not limit, delay, or otherwise affect Seller’s

obligations to Buyer under this Subsection 7(c), and Buyer shall have no obligation to participate in or bear any costs in connection

with any such action, claim or proceeding.

(d)           Notwithstanding

anything contained herein to the contrary, Las Vegas Seller shall indemnify, defend and hold harmless Las Vegas Buyer from and against

any and all reasonable, out-of-pocket costs and expenses arising out of or relating to (i) the construction of the project currently

in progress and/or anticipated to occur with respect to the lift station for sanitary waste serving the Las Vegas Parcel (the “Lift

Station Project”) and (ii) any obligation to pay, reimburse, contribute to, or otherwise fund any reasonable, out-of-pocket

costs or expenses in connection with the construction of the Lift Station Project, in each case whether arising before or after the Closing;

provided, however, that in no event shall the aggregate liability of Las Vegas Seller under this Section 7(d) exceed

One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000). The terms and provisions of this Subsection 7(d) shall survive

the consummation of this transaction and the delivery and filing for record of the Deeds until the date which is eighteen (18) months

after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event any Seller is required to make any payment

to Las Vegas Buyer pursuant to this Subsection 7(d) as a result of the failure of the applicable Tenant’s obligation to fund

or pay for the Lift Station Project, such Seller shall have the right, but not the obligation, to bring and prosecute any action, claim,

or proceeding against such Tenant to recover such amounts (including any related costs, expenses, and interest) and all claims under the

Lease are reserved and assigned to such Seller. The exercise or failure to exercise such rights by Seller shall not limit, delay, or otherwise

affect Seller’s obligations to Buyer under this Subsection 7(d), and Buyer shall have no obligation to participate in or bear any

costs in connection with any such action, claim or proceeding.

(e)           Notwithstanding

anything contained herein to the contrary, Sherman Seller shall indemnify, defend and hold harmless Sherman Buyer from and against any

and all reasonable, out-of-pocket costs and expenses arising out of or relating to (i) the repairs arising from the current sewer

leak on the west end of the building on the Sherman Parcel as outlined in that certain Site Visit Report (Report Number: 2026-05-29) dated

May 29, 2026 and prepared by Childress Engineering Services, which will entail the replacement of the damaged 6” sewer pipes

below the surface coupled with a recompacting of the related soil, certain structural and façade repairs and replacements and the

installation and/or re-installation of pillars to the extent required under the Lease for either landlord or tenant to perform (the “Sewer

Repairs”); and (ii) any obligation to pay, reimburse, contribute to, or otherwise fund any reasonable, out-of-pocket costs

or expenses in connection with the construction of the Sewer Repair, in each case whether arising before or after the Closing. The terms

and provisions of this Subsection 7(e) shall survive the consummation of this transaction and the delivery and filing for record

of the Deeds until the date which is eighteen (18) months after the Closing Date. Notwithstanding anything contained herein to the contrary,

in the event any Seller is required to make any payment to Sherman Buyer pursuant to this Subsection 7(e) as a result of the failure

of the applicable Tenant’s obligation to fund or pay for the Sewer Repair, such Seller shall have the right, but not the obligation,

to bring and prosecute any action, claim, or proceeding against such Tenant to recover such amounts (including any related costs, expenses,

and interest) and all claims under the Lease are reserved and assigned to such Seller. The exercise or failure to exercise such rights

by Seller shall not limit, delay, or otherwise affect Seller’s obligations to Buyer under this Subsection 7(e), and Buyer shall

have no obligation to participate in or bear any costs in connection with any such action, claim or proceeding.

(f)            Notwithstanding

anything contained herein to the contrary, Las Vegas Seller shall indemnify, defend, and hold harmless Las Vegas Buyer from any portion

of taxes or other costs owed pursuant to Nevada Revised Statutes 360.525 with respect to the period during which Las Vegas Seller owned

the Las Vegas Parcel. The terms and provisions of this Subsection 7(f) shall survive the consummation of this transaction and the

delivery and filing for record of the Deeds until the date which is twelve (12) months after the Closing Date.

8.             Fire

or Other Casualty. If one or more Parcels or any part thereof shall, prior to the Closing Date, be damaged or destroyed by fire or

other cause and (collectively, the “Casualty Conditions”): (i) the aggregate cost to repair the damage or destruction

is less than or equal to five percent (5%) of any Allocated Purchase Price, (ii) the cost to repair such damage or destruction is

fully covered by insurance or Seller has agreed to credit Buyer the full amount of such uninsured damage or destruction, (iii) the

damage or destruction does not materially and adversely affect access (including both ingress and egress) to or use of the applicable

Parcel(s), (iv) the damage or destruction does not result in the applicable Parcel(s) violating any Laws or failing to comply

with zoning or any recorded covenants, conditions or restrictions affecting the applicable Parcel(s), and (v) the damage or destruction

will not entitle any Tenant to terminate its respective Lease (except to the extent that such Tenant waives its right to terminate or

fails to terminate within the permitted time for doing so) with respect to five percent (5%) or more of the rentable square feet of the

applicable Parcel, then this transaction shall be completed without modification and Seller shall assign all proceeds of insurance up

to the amount of the applicable Allocated Purchase Price payable to Seller by reason of such damage or destruction, less Seller’s

right to recover its cost of securing and restoring such damage or destruction. If one or more Parcels or any part thereof shall, prior

to the Closing Date, be damaged or destroyed by fire or any other cause and the Casualty Conditions are not satisfied, then Buyer may,

at Buyer’s option, by written notice to Seller given within ten (10) business days after the occurrence of such casualty

(and if necessary the Closing Date shall be automatically extended to give Buyer the full ten (10) business day period to make its

election but not beyond the Outside Closing Date): (i) receive all proceeds of all insurance up to the amount of the applicable Allocated

Purchase Price payable to Seller by reason of such damage or destruction plus a cash payment (or credit against the Purchase Price or

the Allocated Purchase Price(s) (as applicable)) from Seller equal to the deductible amount under all such insurance less

Seller’s right to recover its cost of securing and restoring such damage or destruction, and thereupon remain obligated to perform

this Agreement without modification; or (ii) terminate this Agreement in whole with respect to all Parcels regardless of whether

or not affected by such casualty and the Deposit shall be returned to Buyer and neither party hereto shall thereafter be under any further

liability or obligation to the other party under this Agreement, except to the extent such obligations expressly survive the termination

of this Agreement; provided, however, in the event the damage or destruction results in a Tenant terminating its respective Lease in its

entirety, then and only then, Buyer may elect, within said ten (10) business days, to terminate this Agreement partially with

respect to the applicable Parcel affected by such damage or destruction and the applicable Allocated Deposit shall be returned to Buyer

and neither party hereto shall thereafter be under any further liability or obligation to the other party under this Agreement with respect

to the applicable Parcel affected by such damage or destruction (including the obligation to sell the applicable Parcel and pay the applicable

Allocated Purchase Price), except to the extent such obligations expressly survive termination of this Agreement (or the applicable portion

thereof). If Buyer does not terminate this Agreement as set forth herein, then Buyer shall remain obligated to perform under this Agreement

without modification. Seller agrees to advise Buyer of the present insurance coverage on the Property, to keep (or cause to be kept) said

policy or policies in full force and effect through the Closing Date, and to promptly advise Buyer of any casualty damage to the Property.

9.             Eminent

Domain. If, prior to the Closing Date, any condemnation or eminent domain proceedings are instituted, negotiated or threatened in

written notice from the condemning party in which a taking of any portion of a Parcel is proposed which would (i) adversely impact

access to and from such Parcel, availability of parking at such Parcel and/or zoning of such Parcel (excluding any taking solely of subsurface

portions of the Parcel for utility easements, if the surface of the Parcel, after such taking may be used in substantially the same manner),

(ii) involve a portion of a Parcel with a value in excess of one percent (1%) of the Purchase Price, and/or (iii) entitle any

Tenant to terminate its Lease (except to the extent that such Tenant waives its right to terminate or fails to terminate within the permitted

time for doing so) with respect to ten percent (10%) or more of the rentable square feet on the Parcel ((i)-(iii), a “Material

Taking”), then Seller shall give written notice thereof to Buyer (the “Condemnation Notice”) and Buyer may,

at Buyer’s option, by written notice to Seller given within ten (10) business days after Buyer’s receipt of such

Condemnation Notice (and if necessary the Closing Date shall automatically be extended to give Buyer the full ten (10) business

day period to make its election but not beyond the Outside Closing Date), terminate this Agreement in whole, in which case the Deposit

shall be returned to Buyer, neither party hereto shall thereafter be under any further liability or obligation to the other party under

this Agreement, except to the extent such obligations expressly survive the termination of this Agreement; provided, however, in the event

the condemnation results in a Tenant terminating its respective Lease in its entirety, then and only then, Buyer may elect, within said

ten (10) business days, to terminate this Agreement partially with respect to the applicable Parcel affected by such condemnation

and the applicable Allocated Deposit shall be returned to Buyer and neither party hereto shall thereafter be under any further liability

or obligation to the other party under this Agreement with respect to the applicable Parcel affected by such condemnation (including the

obligation to sell the applicable Parcel and pay the applicable Allocated Purchase Price), except to the extent such obligations expressly

survive termination of this Agreement (or the applicable portion thereof). If Buyer does not terminate this Agreement as set forth herein,

then Buyer shall remain obligated to perform under this Agreement without modification, there shall be no reduction in or abatement of

the Purchase Price or the Allocated Purchase Price(s) (as applicable), and Seller shall assign to the Buyer all of Seller’s

right, title, and interest in and to any award or settlement made or to be made in the condemnation proceedings.

10.           Representations,

Warranties and Covenants.

(a)            Seller

hereby represents, warrants and covenants to Buyer as follows as of the Effective Date and the Closing Date:

(i)            Each

Seller is a limited liability company, duly organized and is in good standing in the State of Delaware, and is qualified to do business

in the jurisdictions in which each such Seller’s applicable Parcel is located.

(ii)           All

requisite action has been taken by each Seller in connection with such Seller’s execution of this Agreement and has been taken or

will be taken in connection with the agreements, instruments, or other documents to be executed by such Seller pursuant to this Agreement

and the consummation of the transactions contemplated hereby and thereby and each Seller has full right, power and authority to consummate

the respective transactions contemplated hereby. No consent of any party is required for each Seller to enter into this Agreement and

to consummate the transactions contemplated hereby that has not been obtained or will not be obtained prior to Closing.

(iii)           The

individual(s) executing this Agreement and the agreements, instruments or other documents to be executed by each Seller pursuant

to this Agreement on behalf of such Seller have been duly authorized to bind Seller to the terms and conditions hereof and thereof.

(iv)           This

Agreement has been, and all of the closing documents to be delivered by each Seller on or prior to the Closing Date will be, authorized

and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of each Seller, enforceable

in accordance with their terms. The execution and delivery of, and the performance by each Seller of its obligations under, this Agreement

do not and will not (i) contravene, or constitute a default under, any provision of applicable law or regulation or any agreement,

judgment, injunction, order, decree or other instrument binding upon such Seller or to which the Property is subject, (ii) contravene

or conflict with such Seller’s organizational documents, or (iii) result in the creation of any lien or other encumbrance on

any asset of such Seller.

(v)           Each

Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended

(the “Code”).

(vi)          Except

as disclosed on Schedule 10(a)(vi), Seller has not received written notice of any pending, material adverse litigation,

arbitration or other legal or administrative suit, action, proceeding or investigation of any kind that has been served upon the applicable

Seller with respect to its respective Parcel or the applicable Seller, and to Seller’s knowledge, none of the foregoing have been

threatened in writing. Seller shall be permitted to update Schedule 10(a)(vi) prior to Closing to include additional

matters first arising after the Effective Date that are fully covered by insurance and would not materially and adversely affect the Property

after Closing. As used in this Section 10(a)(vi), “materially and adversely” shall refer to quantifiable

litigation claims, issues or matters with a value of $200,000 or greater or if such claims are not quantifiable can reasonably be expected

to materially and adversely affect the Property after Closing.

(vii)         Except

as disclosed on Schedule 10(a)(vii), each Seller has not received written notice from any Governmental Authority (hereinafter

defined) of the failure of the Property to comply with any zoning, building, or other applicable law, ordinance, regulation, statute,

rule or restriction, including, without limitation any Environmental Law (as defined in Exhibit F attached hereto

and made a part hereof), pertaining to the Property, which remains uncured, except for de minimis violations with respect to which

the applicable Governmental Authority has not commenced any enforcement action. As used herein, the term “Governmental Authority”

shall mean and include every federal, state, city, county and local department, agency, commission, board, bureau or instrumentality having

jurisdiction over the Property. Seller has not received written notice of any re-zoning, eminent domain or condemnation actions with respect

to the Property, and to Seller’s knowledge, no such re-zoning, eminent domain or condemnation actions have been threatened in writing.

There are no pending, and to Seller’s knowledge, there are no threatened (in writing), special assessments or impositions to be

made against the Property that would not be paid by a Tenant pursuant to its Lease. To Seller’s knowledge, there are no past due

assessments currently owed by Seller with respect to the Property that would not be paid by a Tenant pursuant to its Lease.

(viii)        To

Seller’s knowledge, the environmental reports included in the Due Diligence Materials (as hereinafter defined) as set forth on Schedule 10(a)(viii) attached

hereto and incorporated herein (the “Environmental Reports”) are all of the environmental reports in Seller’s

or Property Manager’s possession with respect to the Property and Seller has delivered to Buyer true, correct and complete final

copies of such Environmental Reports in all material respects.

(ix)           To

Seller’s knowledge, the Rent Roll is true, correct and current in all material respects for the Property. The list of Leases set

forth on Schedule 10(a)(ix)-1 attached hereto and incorporated herein sets forth all leases, subleases, tenancy agreements,

licenses, sublicenses, occupancy agreements or other agreements for the use and occupancy of the Property. The copies of the Leases delivered

to Buyer pursuant to Section 11 are true, correct and complete copies of the Leases in all material respects. Except in connection

with any financing being released at Closing, Seller has not assigned or pledged the Leases or any interest therein. Except as set forth

on Schedule 10(a)(ix)-2 attached hereto and incorporated herein, there are no Leasing Expenses due, nor will any become

due in connection with the initial term of the Leases or any renewal or extension term that has been exercised, and no agreement with

any party exists as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants. Seller has

not received written notice that Seller is in material default under the Leases or that any Tenant intends to terminate its applicable

Lease, and to Seller’s knowledge, no Tenant is entitled to any claims or offset against the Seller under the Leases in any material

respect. Seller has not delivered written notice to any Tenant of any material default by such Tenant under any Leases, which default

remains uncured. To Seller’s knowledge, Schedule 10(a)(ix)-3 attached hereto and incorporated herein is a true, correct

and complete list of all Security Deposits and letters of credit with respect to the Leases in all material respects.

(x)           There

exists no written contract for services, supplies or the like relating exclusively to the operation, management, maintenance, ownership

or use of the Property arising through Seller that is, or will be after the closing, binding upon Buyer (except, for clarity, the Tenant

of the Las Vegas Parcel maintains a maintenance and repair contract and the Las Vegas Seller pays or reimburses the costs under said contract

to the extent such costs relate to the performance of Las Vegas Seller’s obligations under the applicable Lease).

(xi)           Except

as set forth on Schedule 10(a)(xi), Seller has not entered into and there are not any purchase contracts, rights of first

refusal, rights of first offer, options or other agreements of any kind, whereby any person or entity other than Buyer will have any right

to acquire title or interest to all or any portion of the Property. Seller represents and warrants to Buyer that, with respect to each

Lease that contains any right of first refusal, right of first offer, purchase option, or similar right in favor of a tenant or other

third party (collectively, “ROFR Rights”), Seller has timely and properly delivered all notices required to be delivered

in connection with the transactions contemplated by this Agreement, in strict compliance with the applicable terms of each such Lease.

Seller further represents that all applicable response periods for the ROFR Rights expired on or before May 6, 2026 and that Seller

did not receive any responses from any applicable Tenants with respect to the ROFR Rights.

(xii)          Seller

is not an “employee benefit plan” as defined in Section 3(3) of ERISA. The Property does not constitute “plan

assets” within the meaning of the plan asset regulations promulgated by the U.S. Department of Labor at 29 C.F.R 2510.3-101 et seq.,

as amended or modified from time to time.

(xiii)         None

of Seller, nor to Seller’s knowledge any persons or entities owning (directly or indirectly) ten percent (10%) or more of the

ownership interest in Seller (collectively, the “Seller Parties”), or any entity controlling, controlled by, or under

common control with Seller (a “Seller Affiliate”) is subject to sanctions of the United States government or in violation

of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations (“Laws”)

relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224, 66 Fed. Reg. 49079 (published

September 25, 2001) (the “Terrorism Executive Order”) or a Person similarly designated under any related enabling

legislation or any other similar Executive Orders (collectively with the Terrorism Executive Order, the “Executive Orders”),

the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public

Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the

Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§

1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C.

§ 287c, as amended from time to time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as

amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to time, The Cuban Liberty and

Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation

Act, Publ. L. No. 106-120, as amended from time to time.

(xiv)        Neither

Seller nor, to Seller’s knowledge, any Tenant has (i) commenced a voluntary case, or had entered against it a petition, for

relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to

bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee,

administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold,

administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

(xv)         To

Seller’s knowledge, the operating statements and financial statements included in the Due Diligence Materials delivered to Buyer

pursuant to Section 11 of this Agreement reflect Seller’s operation of the Property in all material respects.

(xvi)        Seller

does not have any employees. There are no employment agreements related to the Property arising through Seller which will be binding on

Buyer after the Closing.

(xvii)       Seller

has not received written notice of a material default by Seller or the Property under any recorded document, declaration of covenants,

conditions or restrictions affecting the Property or under any reciprocal construction, easement, operating or similar agreement affecting

the Property, which has not been cured.

(xviii)      Seller

has no actual knowledge that the Property is in material violation of any zoning ordinance applicable to the Property.

(xix)         The

Pennsylvania Sewage Facilities Act of January 24, 1966, No. 537 P.L. 1535, as amended, requires that there be a statement regarding

the availability of a community sewage system: The Altoona Parcel and Mechanicsburg Parcel are available to be serviced by a public sewer

or a community sewage disposal system.

(xx)          To

Seller’s knowledge, Seller represents and warrants that all warranties, guaranties, and similar assurances relating to the Property

or any part thereof, whether express or implied, that are assignable by their terms and in Seller’s possession (if any) will be

assigned and delivered to Buyer at Closing.

(xxi)         To

Seller’s knowledge, Seller does not own or hold any certificated water rights with respect to the Las Vegas Parcel.

(xxii)        To

Seller’s knowledge, with respect to each Parcel, Seller does not own any Personal Property located on such Parcel having a fair

market value in excess of Five Thousand Dollars ($5,000).

(xxiii)       To

Seller’s knowledge, Seller has timely filed all tax returns required to be filed prior to Closing with respect to Arizona Transaction

Privilege Tax (“TPT”) and any applicable city or county rental or privilege taxes.

The terms “Seller’s

knowledge”, “Seller’s actual knowledge”, “Seller’s best knowledge”, “Seller is aware”

or like terms shall mean the actual, personal knowledge of, and only of, Alfonzo Leon and Alex Wilburn (collectively, the “Seller

Knowledge Parties”), who are employees of Seller or Seller’s affiliates with responsibility for the oversight of the Property

and who Seller represents has general knowledge of matters relating to and the operations of the Property (including matters that are

the subject of Seller’s representations and warranties set forth herein), with no imputation of knowledge and no duty of investigation

or inquiry. Notwithstanding anything to the contrary, no Seller Knowledge Party shall have any direct or indirect personal liability arising

from, related to or in connection with this Agreement or the negotiation, execution, or performance thereof, and to the maximum extent

permitted by law, Buyer hereby waives any and all such personal liability against the Seller Knowledge Parties. All of the representations

and warranties of Seller set forth in this Section 10(a) shall be deemed renewed on the Closing Date as if made or agreed

to at such time (subject to modification as provided herein) and shall survive the consummation of this transaction and the delivery and

filing for record of the Deeds for a period of nine (9) months, provided, however, if Buyer asserts in good faith and delivers written

notice to Seller of any breach of the Seller’s representations and warranties set forth in this Section 10(a) prior

to the expiration of such nine (9)-month period, then the liability of Seller relating to such obligations shall not be barred by the

expiration of such nine (9)-month period and such liabilities shall survive until finally resolved or barred by the statute of limitations.

If, on or before the Closing, either (x) the Buyer Knowledge Party actually discovers (with no imputation of knowledge and no duty

of investigation or inquiry) that any of the representations and/or warranties of Seller set forth in this Section 10(a) are

not materially true and accurate as of the Closing Date or (y) Seller’s certificate delivered pursuant to Section 3(a)(viii) includes

any material modifications to the representations and/or warranties of Seller set forth in this Section 10(a), Buyer’s

sole remedy in such case shall be either to (a) waive the breach and consummate its purchase of the Property, in which case, Seller

shall have no further liability or obligation whatsoever to Buyer in respect of such untrue or inaccurate representation or warranty,

or (b) terminate this Agreement in whole with respect to all Parcels in which event the Deposit shall be returned to Buyer and Seller

and Buyer shall have no further duties or obligations to one another under this Agreement, except with respect to those obligations and

duties which are expressly stated herein to survive a termination of this Agreement, provided that if such failure of an applicable Seller’s

representations and/or warranties to be true and correct is a result of a misrepresentation by such Seller as of the Effective Date or

an intentional breach by such Seller of its obligations under this Agreement, then Buyer shall have the right to pursue remedies on account

of Seller’s default as set forth in Section 20 below. As used herein, Buyer’s discovery or the term “Buyer’s

knowledge” or other words or terms of similar meaning shall be limited to matters within the actual, personal knowledge of,

and only of Nicole Burke, Executive Vice President, Head of Closing & Due Diligence of Heitman Capital Management LLC and Jack

Kriva, Vice President, Acquisitions, Private Real Estate Equity – North America of Heitman Capital Management LLC (individually

or collectively, the “Buyer Knowledge Party”), with no imputation of knowledge and with no duty of investigation or

inquiry. The Buyer Knowledge Party shall not have any direct or indirect personal liability arising from, related to or in connection

with this Agreement or the negotiation, execution, or performance thereof, and to the maximum extent permitted by law, Seller hereby waives

any and all such personal liability against the Buyer Knowledge Party.

In no event shall Seller be

liable for any breach of any representation or warranty if the Buyer Knowledge Party actually knew of the inaccuracy or breach of such

representation or warranty prior to the Closing Date or the Buyer Knowledge Party actually obtains knowledge (from whatever source, including,

without limitation, any of the Due Diligence Materials, as a result of the Buyer’s due diligence, the inclusion of any information

in the public records or a written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s

representations and warranties herein, and Buyer nevertheless elected to proceed to Closing.

Notwithstanding anything to

the contrary, Buyer shall have no right to bring any action against Seller as a result of any untruth, inaccuracy, or the incomplete nature

of any representation or warranty, or any such breach, unless liability and losses arising out of any such untruth, inaccuracy, incompleteness,

or breach exceed Fifty Thousand Dollars ($50,000) per Parcel (the “Parcel Liability Floor”); provided, however, that

once the aggregate amount of all such liability and losses across all Parcels collectively exceeds One Hundred Thousand Dollars ($100,000),

the Parcel Liability Floor shall no longer apply and Buyer shall be entitled to recover all such liability and losses from the first dollar.

The maximum aggregate liability of Seller shall not exceed the Liability Cap set forth in Section 20(b).

Notwithstanding anything to

the contrary, Seller shall in no event be liable to Buyer for indirect, consequential, special or punitive damages.

(b)           Buyer’s

Representations and Warranties. Buyer represents and warrants to Seller that to Buyer’s actual knowledge:

(i)            Each

Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware.

(ii)           All

requisite action has been taken by each Buyer in connection with each such Buyer’s execution of this Agreement and has been taken

or will be taken prior to Closing in connection with the agreements, instruments or other documents to be executed by each such Buyer

pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby. No further consent(s) of any

third party is required for any Buyer to enter into this Agreement and to consummate the transactions contemplated hereby.

(iii)          The

individuals executing this Agreement and the agreements, instruments or other documents to be executed by each Buyer pursuant to this

Agreement on behalf of each such Buyer each have been duly authorized to bind each such Buyer to the terms and conditions hereof and thereof.

This Agreement and the agreements, instruments or other documents to be executed by each Buyer pursuant to this Agreement shall be the

legal, valid and binding obligations of each such Buyer enforceable in accordance with their terms (subject to applicable laws concerning

bankruptcy, insolvency and rights of creditors generally).

(iv)          The

execution and delivery of, and the performance by each Buyer of its obligations under, this Agreement do not and will not (i) contravene,

or constitute a default under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree or

other instrument binding upon each Buyer, (ii) contravene or conflict with each Buyer’s organizational documents, (iii) result

in the breach of any of the terms or provisions of, or constitute a default under, any agreement or other instrument to which each Buyer

is a party or (iv) result in the creation of any lien or other encumbrance on any asset of each Buyer.

All of the representations and

warranties of Buyer set forth in this Section 10(b) shall be deemed renewed on the Closing Date as if made or agreed

to at such time and shall survive the consummation of this transaction and the delivery and filing for record of the Deeds for a period

of nine (9) months. Buyer shall in no event be liable to Seller for indirect, consequential, special or punitive damages.

11.           Inspection.

(a)           For

the period commencing on April 6, 2026 and terminating on June 18, 2026 (the “Due Diligence Period”), Buyer

has the right to perform studies and inspections in accordance with the terms of this Agreement to determine if the Property, in its sole

discretion, is acceptable to Buyer.

(b)           Prior

to the Effective Date, Seller made available to Buyer the materials set forth on Exhibit G attached hereto, to the

extent such materials were in Seller’s or Property Manager’s possession or control (the “Due Diligence Materials”)

for Buyer’s inspection (the “Document Inspection”); provided, however, the Due Diligence Materials shall specifically

exclude any reports which have since been updated, superseded, supplanted, or which no longer apply to the current condition of the Property,

and shall also exclude appraisals or other valuation analyses, any drafts or versions of reports other than the final version, and any

internal reports, analyses, communications or other materials. In addition, the Due Diligence Materials shall entail certain information

and documents actually provided to Buyer pursuant to Seller’s Title Response Letter and specifically designated as Due Diligence

Materials in Seller’s responses set forth in the Seller’s Title Response Letter. Except as otherwise set forth in Section 10(a)(vii) and

Section 10(a)(xv), the Due Diligence Materials have been and shall be made available (to the extent made available) to Buyer without

representation or warranty by, or recourse against, Seller, it being agreed that Buyer shall not rely on such documents and shall independently

verify the truth, accuracy and completeness of said information and/or items contained therein. If requested by Seller upon or after termination

of this Agreement prior to Closing, Buyer shall redeliver to Seller or destroy the Due Diligence Materials; provided, however, that, subject

to Section 11(f) hereof, Buyer may retain copies of the property information for and to the extent required for legal

and regulatory compliance purposes or required pursuant to Buyer’s internal document retention policies. The provisions of this

Section 11(b) shall survive any termination of this Agreement for the Survival Period (as defined below).

and the Permittees (as hereinafter defined) shall be permitted and granted a license to receive and review the Due Diligence Materials

and enter upon the Property and make such reasonable, nondestructive investigations, examinations, inspections, reviews, assessments,

studies and tests, including, without limitation, relating to surveys, property condition assessments, zoning assessments, and investigating,

examining, inspecting, reviewing, assessing, studying and testing physical, environmental, engineering, structural, maintenance, operational,

financial and compliance matters and conditions with respect to the Property (collectively, “Investigations”, and collectively

with the Document Inspection, the “Inspections”), as Buyer deems necessary or advisable in accordance with the terms

hereof; provided, however, that Buyer shall not be permitted to conduct (i) any intrusive inspection or test, (ii) any “Phase

II” type testing or investigation or (iii) any testing scope that is beyond a customary “Phase I” investigation

(including, without limitation, any core sampling, soils testing, vapor testing, air-quality testing, infrared testing, testing of on-site

materials or other similar testing, sampling or investigation) without Seller’s prior written consent, in Seller’s reasonable

discretion. Upon request by Buyer, Seller shall provide notice to any tenant or occupant of the Property requesting access for Buyer or

the Permittees to perform any studies approved by Seller or to conduct any tenant or manager interviews desired by Buyer. Notwithstanding

anything contained herein to the contrary, Buyer shall have the right to perform limited non-invasive, non-destructive testing and sampling

at the Property, including, but not limited to microbial, radon, lead and tap water testing and sampling. Buyer shall conduct all Investigations

strictly in accordance with the following procedures:

(i)            Seller

shall permit access to the Due Diligence Materials and the Property by (i) Buyer, (ii) any direct or indirect owner(s) of

any beneficial interests in Buyer, (iii) Heitman Capital Management LLC, an Iowa limited liability company (“Heitman”),

(iv) New York State Common Retirement Fund (“NYSCRF”), (v) NYSCRF’s partners or prospective partners,

(vi) the Office of the New York State Comptroller (“OSC”), (vii) Buyer’s or Heitman’s officers,

directors, affiliates, employees, partners, prospective partners and actual and potential investors and lenders and (viii) each of

the foregoing parties’ respective agents, representatives and third party experts, including, without limitation, engineers, contractors,

subcontractors, attorneys, accountants, surveyors, architects, clients, investment advisors, debt financing sources, lenders, consultants

and environmental consultants (collectively, “Permittees”), for the purpose of conducting the Investigations.

(ii)           All

Investigations shall be conducted during the normal business hours of the Property, unless Seller otherwise approves in writing (which

approval shall not be unreasonably withheld, conditioned or delayed). Buyer shall deliver to Seller a written notice of Buyer’s

intent to enter the Property at least two (2) business days prior to the intended date of entry. Each such request shall specify

and provide (i) the intended date of entry, (ii) a detailed description of the proposed Investigations, including, without limitation,

a list of contractors who will be performing the proposed Investigation (if applicable), (iii) a copy, if applicable, of the Buyer’s

testing plan; and (iv) such other information as Seller reasonably requires in connection with such proposed Investigation. Neither

Buyer nor any Permittee shall enter any Property until Seller has given written approval of both the request and any testing plan in accordance

with the terms hereof.

(iii)          Before

conducting any test or investigation involving physical disturbance or invasive testing of any portion of the Property, Buyer shall provide

Seller with a reasonably detailed testing plan outlining the tests Buyer intends to perform. No such tests shall be conducted without

Seller’s prior written approval of the testing plan and the specific test or investigation (which approval shall not be unreasonably

withheld, conditioned or delayed).

(iv)          A

representative of Seller shall have the right, but not the obligation, to be present during any Investigation.

(v)           Neither

Buyer nor any Permittee shall interfere unreasonably with the use, occupancy or enjoyment rights of any tenants or occupants of the Property

or of such tenant’s or occupant’s employees, contractors, customers or guests, and any entry by Buyer or Permittees shall

be subject to the rights of any such tenant’s or occupants. Neither Buyer nor any Permittee shall injure or otherwise cause bodily

harm to Seller, the Property Manager, or their respective guests, agents, invitees, contractors and employees or any tenant of the Property

or their guests or invitees. Neither Buyer nor any Permittee shall engage in any written or oral communications with any tenants or occupants

of the Property, vendors under service contracts held by Seller or any of Seller’s lenders or investors without Seller’s prior

approval, in its reasonable discretion. As to communications approved by Seller, Buyer shall provide Seller with the opportunity to be

present at any oral communications and the right to reasonably approve any written communications.

(vi)          Buyer

agrees (i) to promptly pay when due and payable all actual costs associated with Investigations, and (ii) not to cause, permit

or suffer any lien or encumbrance to be asserted against the Property related to the Investigations. If any Investigations result in any

such liens or encumbrances, then Buyer shall, at its sole cost and expense, within ten (10) days after being notified or otherwise

becoming aware of same, discharge of record any such liens or encumbrances that are so filed or recorded.

(vii)         Buyer

shall comply with all applicable federal, state and local laws, rules, regulations and ordinances which might in any way relate to the

Investigations.

(viii)        During

the Investigations, Buyer shall maintain, at Buyer’s expense, a policy of commercial general liability insurance, with a broad form

contractual liability endorsement covering Buyer’s indemnification obligations contained in this Agreement, and with a combined

single limit of not less than $2,000,000.00 general liability and $5,000,000.00 excess umbrella liability, insuring Buyer and Permittees,

and naming Seller and, upon Seller’s request, the Property Manager, lender(s) and other designees as additional insured, against

injuries or damages to persons or property that may result from or are related to (i) Buyer’s and/or Permittees’ entry

on the Property, and/or (ii) any Investigations or other activities conducted on the Property conducted by Buyer or any Permittees,

in such forms and with an insurance company as are reasonably acceptable to Seller, and deliver a copy of such insurance policy to Seller

prior to the first entry on the Property. Such insurance shall be endorsed to be primary and non-contributory to any other similar insurance

carried by Seller.

(ix)           Upon

Buyer’s completion of the Investigations, and to the extent directly related to the Investigations, Buyer shall be responsible for

returning the Property to substantially the condition existing immediately prior to Buyer ‘s first entry onto the Property for the

Investigations. Neither Buyer nor any Permittee shall intentionally or negligently or otherwise damage any part of the Property or any

personal property owned or held by any tenant or third party.

(d)           Notwithstanding

anything contained herein to the contrary, the obligations of Buyer set forth in this Section 11 shall survive any termination

of this Agreement for a period of one (1) year (the “Survival Period”); provided, however, if Seller asserts

in good faith and delivers written notice to Buyer of any failure to satisfy its obligations set forth in this Section prior

to the expiration of the Survival Period, then the liability of Buyer relating to such obligations shall not be barred by the expiration

of the Survival Period and such obligations shall survive until finally resolved.

(e)           Buyer

does hereby indemnify and defend and hold Seller and its shareholders, members, managers, directors, officers agents, employees, successors,

assigns, affiliates and related parties (collectively, the “Indemnified Parties”) harmless from any out-of-pocket costs

and expenses (including reasonable attorneys’ fees, disbursements and court costs), actual damages, orders, loss, liability, suit,

action, judgment, and claim (including, without limitation, any liens which may be filed against any part of the Property, and claims

by any tenants of the Property, whether under leases or otherwise), which any of the Indemnified Parties may suffer or sustain as a result

of the exercise by Buyer of its rights (and that of its Permittees) to enter upon the Property pursuant to this Agreement or otherwise

related to the Investigations, but excluding any loss, liability, suit, action judgment, or claim related to (A) Seller’s or

any other Indemnified Parties’ gross negligence or intentional misconduct, or (B) the mere discovery of a pre-existing condition

at the Property, to the extent not exacerbated by Buyer or any Permittee. The foregoing indemnity shall survive any termination of this

Agreement for the Survival Period; provided, however, any potential claim by any of the Indemnified Parties asserted in good faith prior

to the expiration of the Survival Period shall not be thereafter barred by the expiration of the Survival Period and such potential claim

shall survive until finally resolved.

(f)            Buyer

and Seller agree that information gathered in connection with this Agreement, including the identity of Buyer, any direct or indirect

owner(s) of any beneficial interests in Buyer and Heitman and the existence of this Agreement, that is not generally known to or

discoverable by the public (the “Confidential Information”) shall be considered confidential information. The Confidential

Information shall be used by the parties and their representatives solely for the purpose of Buyer’s evaluation of the physical

and environmental condition of the Property and for other uses related to the transactions contemplated by this Agreement. Neither party,

nor their representatives shall reveal, disclose, disseminate, publish or communicate to any other persons, parties or entities any Confidential

Information, without the prior written consent of the other, which shall be given or withheld in the protected party’s sole discretion,

other than to Buyer, Buyer’s partners or prospective partners, NYSCRF, NYSCRF’s partners or prospective partners, OSC, Heitman

and each party’s current or prospective partners, representatives, agents, employees, officers, directors, affiliates. consultants,

environmental consultants, attorneys, accountants, surveyors, contractors, subcontractors, engineers, licensees, investors, beneficial

owners, investment advisors, lenders and debt financing sources (and each of their respective representatives, agents, employees, officers,

directors, consultants, attorneys, accountants, engineers and licensees) involved in the transactions contemplated by this Agreement or

who are responsible for or involved in the acquisition of the Property (collectively, “Permitted Outside Parties”)

or (i) as required by law, court order or other legal process, (ii) as required by any law, rule, regulation, or legal or regulatory

process applicable to NYSCRF or Buyer, or by any governmental, quasi-governmental, or regulatory authority having jurisdiction over NYSCRF

or Buyer and (iii) pursuant to any request under the New York Freedom of Information Law or any similar public records law which

may be applicable to NYSCRF or Buyer. In permitting the other party or its Permitted Outside Parties to review the Due Diligence Materials

or any other Confidential Information, the protected party has not waived any privilege or claim of confidentiality with respect thereto,

and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Notwithstanding

anything contained in this Agreement to the contrary, Buyer, NYSCRF, Heitman and Permittees shall be permitted to retain copies of the

Due Diligence Materials in accordance with Buyer’s or NYSCRF’s records retention policies, provided each applicable party

continues to hold such copies in confidence. Notwithstanding any provision of this Agreement

to the contrary, the foregoing confidentiality agreement shall survive any termination of this Agreement until the expiration of the Survival

Period, provided that in the event that the Closing occurs, this subsection shall have no further force and effect and the parties

shall be bound by the confidentiality obligations set forth in Section 19(l).

(g)           Buyer

may, at Buyer’s option, for any reason or no reason (including, without limitation, Buyer’s inability to obtain financing),

terminate this Agreement by written notice to Seller prior to the expiration of the Due Diligence Period. Upon termination of this Agreement

by Buyer in accordance with the terms and conditions of this subsection, the Deposit shall be returned to Buyer and neither party

hereto shall thereafter be under any further liability or obligation to the other party under this Agreement, except to the extent such

obligations expressly survive the termination of this Agreement. In the event that Buyer does not terminate this Agreement prior to the

expiration of the Due Diligence Period as herein provided, then Buyer shall have no further right to terminate this Agreement pursuant

to this subsection.

12.           Other

Conditions.

(a)           Buyer’s

obligations to consummate the Closing under this Agreement are also subject to the fulfillment of the following conditions precedent:

(i)            On

the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policies in form and substance approved by Buyer

in accordance with Section 4 of this Agreement; provided, however, the issuance of any endorsement (other than a non-imputation

endorsement) shall not be a condition to Closing;

(ii)           Each

Seller shall have executed and delivered into escrow with the Escrow Agent and to Buyer all of the documents required to be deposited

or delivered by such Seller pursuant to this Agreement;

(iii)           Each

Seller shall have performed and observed all other obligations to be performed and observed by such Seller in all material respects prior

to and on the Closing Date;

(iv)          All

of the representations, warranties and covenants of each Seller set forth in this Agreement shall have been true and correct in all material

respects when made and as of the Closing Date;

(v)           Each

Seller shall use commercially reasonable efforts to procure estoppel certificates (individually, a “Tenant Estoppel Certificate”

and, collectively, the “Tenant Estoppel Certificates”) from each of the Tenants. The Tenant Estoppel Certificates shall

be substantially in the form attached hereto as Exhibit M, subject to modifications to accurately state the facts relevant

to the Lease. Notwithstanding the foregoing, if a Lease requires that the Tenant thereunder execute only a specific form of estoppel or

grant the Tenant discretion regarding the form estoppel to execute, then the applicable Tenant Estoppel Certificate for such Tenant may

be in the form required by such Tenant’s Lease or Tenant. Seller shall provide Buyer with the completed Tenant Estoppel Certificates

for Buyer’s review and comment before such Seller delivers the Tenant Estoppel Certificates to Tenants. In order to count towards

satisfaction of the Estoppel Requirement, each of the Tenant Estoppel Certificates must (a) be substantially in the form required

pursuant to this subsection 12(a)(vi), (b) be dated no more than thirty (30) days prior to the Closing Date and

addressed to Buyer, Buyer’s lender and their respective successors and/or assigns, and (c) be consistent with the copies of

the Leases delivered as part of the Due Diligence Materials and not disclose any material adverse matters, including without limitation

a material default by the applicable Seller, as landlord, which has remained uncured beyond all applicable notice and/or cure periods

or any other outstanding material claims or disputes under the Lease (each Tenant Estoppel

Certificates satisfying the foregoing requirements referred to as “Qualifying Tenant Estoppel Certificate”). The Tenant

Estoppel Certificates that are obtained shall be delivered to Buyer upon receipt from the Tenants. Buyer shall have a period of five (5) business

days after receipt of a Tenant Estoppel Certificate from the applicable Seller to assert that any such Tenant Estoppel Certificate is

not a Qualifying Tenant Estoppel Certificate. In the event that Seller is unable to deliver to Buyer Qualifying Tenant Estoppel Certificates

from each Tenant (the “Estoppel Requirement”) by the date which is five (5) business days prior to the then-scheduled

Closing Date, Buyer or Seller may extend the Closing Date for thirty (30) days; provided, however, in no event shall the Closing Date

be extended beyond the Outside Closing Date. If, during the thirty (30) day extension period described in the immediately preceding sentence,

the Estoppel Requirement and all other conditions precedent set forth in Section 12(a) are satisfied, the Closing shall

occur on the date which is seven (7) business days after the date in which the Estoppel Requirement is satisfied (but not later than

the Outside Closing Date). The failure to satisfy the Estoppel Requirement shall not be considered a default by Seller under this Agreement;

(vi)          Each

Seller shall use commercially reasonable efforts to procure Subordination, Non-Disturbance and Attornment Agreements (each, an “SNDA”,

and collectively, the “SNDAs”) from the Tenants as requested by Buyer’s lender, which SNDAs shall be substantially

in the form required by Buyer’s lender and reasonably acceptable to Tenant and Buyer and provided by Buyer or Buyer’s lender

to Seller prior to the Effective Date. Notwithstanding the foregoing, if a Lease requires that the Tenant thereunder execute only a specific

form of SNDA, then the applicable Seller will attempt to obtain an SNDA for such Tenant in the form required by the Tenant’s Lease.

In the event that Seller is unable to deliver the SNDAs from each Tenant (the “SNDA Requirement”) by the date which

is five (5) business days prior to the then-scheduled Closing Date, Buyer or Seller may extend the Closing Date for thirty (30) days;

provided, however, in no event shall the Closing Date be extended beyond the Outside Closing Date. If, during the thirty (30) day extension

period described in the immediately preceding sentence, the SNDA Requirement and all other conditions precedent set forth in Section 12(a) are

satisfied, the Closing shall occur on the date which is seven (7) business days after the date in which the SNDA Requirement is satisfied

(but not later than the Outside Closing Date). The SNDAs that are obtained shall be delivered to Buyer upon receipt from the Tenants.

For the avoidance of doubt, Seller shall not be in default hereunder due to such inability to obtain such requested SNDAs;

(vii)         Seller

shall, at its sole cost and expense, use commercially reasonable efforts to obtain and deliver to Buyer an estoppel certificate (the “Declaration

Estoppel”) with respect to that certain Declaration of Covenants, Conditions, and Restrictions for Gaillardia Commercial Development,

dated and recorded as of October 15, 2004, as amended by that certain First Amendment to Declaration of Covenants, Conditions, and

Restrictions for Gaillardia Commercial Development, dated as of April 26, 2006 and recorded on April 28, 2006, as amended (collectively,

the “Declaration”), which Declaration Estoppel shall (a) be executed and delivered by Gaillardia Commercial Owners’

Association, Inc., an Oklahoma not-for-profit corporation (or a successor thereof) (the “Association”), (b) be

in form and substance approved by Buyer and Buyer’s lender prior to the Effective Date, (c) certify to such matters as set

forth in the approved form of the Declaration Estoppel, and (d) be dated no earlier than thirty (30) days prior to the Closing Date

((a)-(d), collectively, the “Declaration Estoppel Requirements”). Notwithstanding the foregoing, in the event the Association

requires the use of its own form of estoppel that differs in substance from the form approved by Buyer and Buyer’s lender prior

to the Effective Date, such Association-required form of Declaration Estoppel shall be subject to the prior written approval of Buyer

and Buyer’s lender, not to be unreasonably withheld, conditioned, or delayed, and (b) and (c) of the Declaration Estoppel

Requirements shall be satisfied only if the Association-required form of Declaration Estoppel is in form and substance reasonably acceptable

to Buyer and Buyer’s lender. If the Declaration Estoppel Requirements are not satisfied by the date which is five (5) business

days prior to the then-scheduled Closing Date, Buyer or Seller may extend the Closing Date for thirty (30) days; provided, however, in

no event shall the Closing Date be extended beyond the Outside Closing Date. If, during the thirty (30) day extension period described

in the immediately preceding sentence, the Declaration Estoppel Requirements and all other conditions precedent set forth in Section 12(a) are

satisfied, the Closing shall occur on the date which is seven (7) business days after the date in which the Declaration Estoppel

Requirements are satisfied (but not later than the Outside Closing Date). The failure to satisfy the Declaration Estoppel Requirements

shall not be considered a default by Seller under this Agreement;

(viii)        Seller

shall, at its sole cost and expense, obtain and deliver to Buyer estoppel certificates (collectively, the “Seller Estoppels”)

in form and substance approved by Buyer prior to the Effective Date, with respect to the following recorded documents: (i) that certain

Restrictive Covenant Agreement, dated as of and recorded on September 24, 2008, by and between VHS Acquisition Subsidiary Number

11, Inc., a Delaware corporation and HealthSouth Mesa Rehabilitation Hospital, LLC, a Delaware limited liability company (as listed

as an exception in the Title Commitment for the Mesa Parcel); and (ii) that certain HealthSouth Land Development Plan Developer’s

Agreement, dated as of May 13, 2010 and recorded on July 1, 2010, by and between the Township of Logan and HealthSouth Corporation,

together with that certain HealthSouth Revised Land Development Plan Developer’s Agreement, dated as of August 27, 2010 and

recorded on September 8, 2010, by and between the Township of Logan and HealthSouth Corporation (collectively, as listed as exceptions

in the Title Commitment for the Altoona Parcel). Each Seller Estoppel shall (a) be executed and delivered by Seller, (b) be

dated no earlier than thirty (30) days prior to the Closing Date, (c) certify to such matters as set forth in the approved form of

the Seller Estoppels.

(ix)           To

the extent there are any existing management agreements as of the Closing Date (including, but not limited to any property management,

asset management and portfolio management agreements) and leasing agreements arising through Seller with respect to the Property, all

such management agreements and leasing agreements will be terminated; and

(x)            Without

limiting Section 12(a)(iv) above, there is no pending litigation relating to the Parcels at the time of Closing (i) limiting

or prohibiting Seller’s performance of this Agreement at Closing in any material respect, or (ii) which, if adversely determined,

would impair or adversely affect the ownership and operation of any Parcel as currently operated in any material respect.

(xi)           In

addition to any of Seller’s other obligations set forth herein with respect to the issuance of the Title Policies, Seller shall

use commercially reasonable efforts to deliver to the Title Company, at or prior to Closing, the following documentation that the Title

Company requires as Requirements 10, 11, and 12 of the Title Commitments (collectively, the “PA Title Requirements”)

in order to issue the Title Policies for the Altoona Parcel and the Mechanicsburg Parcel (or in the alternative thereof, Seller may obtain

the Title Company’s waiver or other satisfaction of such PA Title Requirements): (i) municipal/township, county and school

real estate tax receipts evidencing payment of all such taxes for the current year (to the extent due and payable) and the three (3) prior

years; (ii) water and sewer rents receipts evidencing payment of all such charges for the current year (to the extent due and payable)

and the three (3) prior years; and (iii) a lien letter (or equivalent certification) from the applicable municipality and/or

municipal authority for each of the Altoona Parcel and the Mechanicsburg Parcel confirming that there are no outstanding or unfiled municipal

liens or claims and no unpaid, outstanding or required tap-in or similar fees. If the conditions set forth in the immediately preceding

sentence are not satisfied by the date which is two (2) business days prior to the then-scheduled Closing Date, Seller may extend

the Closing Date for five (5) business days; provided, however, in no event shall the Closing Date be extended beyond the Outside

Closing Date. The failure to satisfy or obtain the waiver of the PA Title Requirements shall not be considered a default by Seller under

this Agreement.

In the event that any of the

above conditions are not satisfied as of the Closing Date, Buyer, at Buyer’s option, may terminate this Agreement in its entirety

and the Deposit in its entirety shall be returned to Buyer. The foregoing options of Buyer shall be in addition to all other rights or

remedies of Buyer at law or in equity or specifically granted to Buyer pursuant to the terms of this Agreement, including, without limitation,

Section 20(b) hereof. Upon termination of this Agreement, neither party hereto shall thereafter be under any further

liability or obligation to the other party hereunder, except to the extent such applicable obligations expressly survive the termination

of this Agreement. For avoidance of doubt, Buyer’s obligation to consummate the Closing hereunder with respect to any particular

Parcel is subject to satisfaction of all conditions precedent with respect to each other Seller and each other Parcel.

(b)           Seller’s

obligations to consummate the Closing under this Agreement are also subject to the fulfillment of the following conditions precedent:

(i)            Buyer

shall have executed and delivered into escrow and to Seller all of the funds and documents required to be deposited or delivered by Buyer

pursuant to this Agreement;

(ii)            Buyer

shall have performed and observed all other material obligations to be performed and observed by Buyer in all material respects prior

to and on the Closing Date; and

(iii)          All

of the representations, warranties and covenants of Buyer set forth in this Agreement shall have been true and correct in all material

respects when made and true and correct in all material respects as of the Closing Date.

In the event that any of the

above conditions are not satisfied as of the Closing Date, Seller, at Seller’s option, may terminate this Agreement and the Deposit

shall be paid to Seller. The foregoing options of Seller shall be in addition to all other rights or remedies of Seller at law or in equity

or specifically granted to Seller pursuant to the terms of this Agreement, including, without limitation, Section 20(a) hereof.

Upon termination of this Agreement pursuant to this Section, neither party hereto shall thereafter be under any further liability

or obligation to the other party hereunder, except to the extent such obligations expressly survive the termination of this Agreement

or as provided in Section 20(a).

13.           Operations

Prior to Closing.

(a)           From

the date hereof to the Closing Date, Seller shall keep and perform all of the obligations to be performed by the landlord or lessor under

the Leases that affect the Property in all material respects and use commercially reasonable efforts to cause the Property to be operated

and maintained consistent in all material respects with Seller’s and/or Tenant’s current practices as of the Effective Date

and in material compliance with all applicable laws (with Buyer acknowledging Tenants’ possession of the Property and obligation

to operate and maintain the Property under the Leases).

(b)           From

the Effective Date to the Closing Date, Seller shall not:

(i)            Except

only as already provided for in the existing Leases, enter into, renew, amend or extend any leases, subleases, tenancy agreements, rental

agreements, licenses, sublicenses, occupancy agreements and other similar agreements (including, without limitation, the Leases) without

the prior written consent of Buyer, which consent, prior to the expiration of the Due Diligence Period, shall not be unreasonably withheld,

conditioned or delayed, and thereafter, may be withheld or conditioned in Buyer’s sole discretion. In the event that Seller enters

into any Lease for the Real Property, Seller will provide Buyer a copy of said Lease within three (3) business days following

execution thereof.

(ii)           Enter

into, amend or extend any contracts or agreements pertaining to the Property without the prior written consent of Buyer (which consent,

prior to the expiration of the Due Diligence Period, shall not be unreasonably withheld, conditioned or delayed, and thereafter, may be

withheld or conditioned in Buyer’s sole discretion) unless such contracts or agreements will not bind Buyer or the Property after

Closing or specifically provide that such contracts or agreements may be terminated by Buyer at or any time after Closing on thirty (30)

days’ advance notice and with no termination fee.

(iii)          Create

or permit to be created any security interest (including, but not limited to, any mortgage or deed of trust), liens, easements, reciprocal

easement agreements, conditions, covenants, declaration, restrictions or other encumbrances without the prior written consent of Buyer.

(iv)          Execute

or pursue any “back-up” contracts for the sale of the Property or list the property for sale with any broker or otherwise

solicit or entertain any offers to sell or negotiate or enter into any agreement with any party other than Buyer for the sale, transfer

or refinancing of any interest in the Property (except leases in the ordinary course subject to Buyer’s consent as provided herein).

(v)           Take

any intentional action that causes Seller’s representations or warranties to become untrue in any material respect or that causes

one or more of Buyer’s conditions to Closing to be unsatisfied.

(vi)          Make

any material alterations to any Parcel or any portion thereof without the Buyer’s prior written consent (which consent, prior to

the expiration of the Due Diligence Period, shall not be unreasonably withheld, conditioned or delayed, and thereafter, may be withheld

or conditioned in Buyer’s sole discretion), except for any alterations required or permitted by Leases (which shall not require

Buyer’s consent).

(vii)         Remove

any material item of Personal Property except if such Personal Property is replaced prior to the Closing Date with Personal Property of

equal quality and quantity as existed at the time of its removal.

the Effective Date to the Closing Date, Seller shall:

(i)            Promptly

deliver to Buyer a copy of any written notice (including, but not limited to, any default notice or notice of termination) issued or received

by Seller under the Leases.

(ii)           Promptly

deliver notice to Buyer of any written notice actually received by Seller of any: (a) actions, suits, claims and other proceedings

affecting the Property, or the use, possession or occupancy thereof; (b) any casualty or other damage to the Property; (c) any

proposed condemnation or eminent domain proceedings related to the Property; (d) notice from any governmental authority of any violations

with respect to Seller or the Property or material notices otherwise relating to the condition or use of the Property, or any portion

thereof; (e) notice of any actual or threatened litigation against Seller or affecting or relating to the Property, or any portion

thereof; or (f) notice of any violations of any Environmental Laws affecting or relating to the Property, or any portion thereof.

For clarity, this subsection shall not require delivery of notice to Buyer to the extent such matter solely relates to Seller’s

affiliates and property owned by them in general without expressly identifying the Property.

(iii)          Maintain

the current insurance policies on the Property (or replace such insurance policies with reasonably comparable insurance policies).

(iv)          Maintain

in full force and effect all permits, approvals, and licenses as reasonably required or appropriate to operate the Property as currently

operated, except when such responsibility is assigned to a Tenant under its Lease.

(v)           File

any applicable returns relating to TPT and any applicable city or county rental or privilege taxes to the extent due and payable by Seller.

(d)           Seller

shall use commercially reasonable efforts to transfer to Buyer the roof warranties for the Property and any other material warranties

that remain in full force and effect as of the Closing Date that are assignable by Seller and in Seller’s possession (if any).

(e)           If

a Parcel is subject to a declaration of covenants, conditions or restrictions or under any reciprocal construction, easement, operating

or similar agreement (each a “Restrictive Covenant”), then, upon Buyer’s request, the applicable Seller shall

use commercially reasonable efforts to have obtained and delivered to Buyer estoppel certificates (collectively, the “Property

Estoppels”), in form and substance reasonably satisfactory to Buyer and Buyer’s lender, from the association or other

person or entity having governing or approval rights under such instruments. Notwithstanding the foregoing, if a Restrictive Covenant

requires that the counterparty thereunder execute only a specific form of Property Estoppel or grant the counter party discretion regarding

the form Property Estoppel to execute, then the applicable Seller will attempt to obtain a Property Estoppel for such counterparty in

the form required by the Restrictive Covenant or by the counterparty.

(f)            Notwithstanding

anything to the contrary and for the avoidance of doubt, Seller’s ability to procure the requested warranty transfers, and/or Property

Estoppels (excluding the Declaration Estoppel and the Seller Estoppels) pursuant to Sections 13(d) and (e) shall not

constitute a condition precedent to Buyer’s obligation to consummate the Closing, Seller shall not be in default hereunder due to

such inability to obtain such requested items, and Buyer shall have no right to terminate this Agreement as a result thereof.

14.           Condition

of Property. Seller and Buyer expressly agree that except for any express warranties, representations and covenants of Seller in this

Agreement and in the closing documents contemplated herein, the Property is being sold on an “AS IS” basis only, “WITH

ALL FAULTS OF ANY KIND”. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS CONTEMPLATED HEREIN,

SELLER DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR PURPOSE, ENVIRONMENTAL

COMPLIANCE, AREA, ACCESS, DUE DILIGENCE MATERIALS, PERSONAL PROPERTY, LEASES, WARRANTIES AND GUARANTIES, PERMITS, ZONING, SUFFICIENCY

OF PARKING, UTILITY SERVICES, WATER, SANITARY OR STORM SEWER CAPACITY OR WASTE-WATER CAPACITY, CONDITION, QUALITY, QUANTITY, CHARACTER,

SIZE, DESCRIPTION, THE CURRENT STATE OF REPAIR OF ANY IMPROVEMENTS, THE FINANCIAL VIABILITY, THE STATUTE OF TITLE, MERCHANTABILITY, HABITABILITY,

OR SUITABILITY OF THE PROPERTY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS CONTEMPLATED HEREIN, BUYER

WAIVES ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED WITH RESPECT TO THE PHYSICAL, ENVIRONMENTAL, LEGAL, AND FINANCIAL

CONDITION OF THE PROPERTY OR THE AREAS SURROUNDING THE PROPERTY.

BUYER AGREES THAT EXCEPT FOR ANY EXPRESS WARRANTIES

AND REPRESENTATIONS OF SELLER IN THIS AGREEMENT AND THE CLOSING DOCUMENTS CONTEMPLATED HEREIN, IN EXECUTING, DELIVERING, OR PERFORMING

UNDER THIS AGREEMENT, BUYER DOES NOT RELY UPON ANY STATEMENT OR REPRESENTATION TO WHOMSOEVER GIVEN OR PURPORTED TO BE GIVEN, DIRECTLY

OR INDIRECTLY, VERBALLY OR IN WRITING, BY SELLER OR ANY AGENT, EMPLOYEE, ATTORNEY, CONTRACTOR OR OTHER REPRESENTATIVE OF SELLER.

BUYER AGREES THAT BUYER WILL, DURING THE DUE

DILIGENCE PERIOD, CONDUCT ALL INSPECTIONS, FINANCIAL ANALYSIS AND PROJECTIONS, AUDITS OF VALUE, REVENUE OR EXPENSES, LEGAL, LEASE AND

TITLE REVIEW, ENGINEERING STUDIES, ENVIRONMENTAL REPORTS, FEASIBILITY STUDIES, REVIEWS AND EXAMINATIONS OF THE PROPERTY AND OTHER MATTERS

RELEVANT TO THE PROPERTY DEEMED AS NECESSARY OR DESIRABLE BY BUYER.

BUYER AGREES THAT EXCEPT FOR THE REPRESENTATIONS

AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS CONTEMPLATED HEREIN, BUYER WILL RELY SOLELY UPON ITS OWN

INSPECTIONS, FINANCIAL ANALYSIS AND PROJECTIONS, AUDITS OF VALUE, REVENUE OR EXPENSES, LEGAL, LEASE AND TITLE REVIEW, ENGINEERING STUDIES,

ENVIRONMENTAL REPORTS, FEASIBILITY STUDIES, REVIEWS AND EXAMINATIONS OF THE PROPERTY IN MAKING ITS DECISION TO PURCHASE THE PROPERTY.

EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE

CLOSING DOCUMENTS CONTEMPLATED HEREIN, BUYER RELEASES SELLER AND ITS AGENTS, REPRESENTATIVES, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS,

PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AND OTHER PERSON OR ENTITY ACTING ON SELLER’S BEHALF (COLLECTIVELY, “SELLER RELATED

PARTIES”) FROM ALL CLAIMS WHICH ANY BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER HAS OR MAY HAVE ARISING FROM

OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN,

THE TENANT LEASES AND THE TENANTS THEREUNDER, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OR ANY OTHER

ACTIVE OR PASSIVE NEGLIGENCE, AND ANY ENVIRONMENTAL CONDITIONS, AND BUYER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH

THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND

PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION.

NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED

IN THIS AGREEMENT SHALL BE DEEMED TO EXCULPATE SELLER FOR ANY FRAUDULENT MISREPRESENTATION BY SELLER. FURTHER, NOTHING IN THIS AGREEMENT

WILL RELEASE SELLER FROM CLAIMS RELATING TO (I) SELLER’S BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, A BREACH

OF ANY REPRESENTATION, WARRANTY OR COVENANT HEREUNDER, OR (II) TORT CLAIMS FOR PERSONAL INJURY OR BREACH OF CONTRACT CLAIMS ASSERTED

BY THIRD PARTIES ARISING OUT OF MATTERS OCCURRING PRIOR TO THE CLOSING AND DURING SELLER’S OWNERSHIP OF THE PROPERTY AND SELLER

ACKNOWLEDGES AND AGREES THAT (A) BUYER HAS NOT ASSUMED, AND HAS NO OBLIGATION TO INDEMNIFY SELLER FOR, ANY THIRD PARTY CLAIM ASSERTED

AFTER THE CLOSING TO THE EXTENT APPLICABLE TO AN ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN PRIOR TO THE CLOSING AND (B) BUYER SHALL

HAVE THE RIGHT TO DEFEND, BY ACTION FOR CONTRIBUTION AND INDEMNITY OR OTHERWISE, ANY SUCH THIRD PARTY CLAIM BY ALLEGING THAT SELLER, NOT

BUYER IS LIABLE FOR SUCH CLAIMS.

THIS SECTION 14 SHALL SURVIVE ANY TERMINATION

OF THIS AGREEMENT AND THE CLOSING.

15.           Notices.

Any notice which may be or is required to be given pursuant to the provisions of this Agreement shall be sent by (i) by any nationally

known overnight delivery service for next day delivery, (ii) by delivery in person or (iii) by electronic mail in PDF format

or its equivalent. In the event notice is given by (iii) in the immediately preceding sentence, then notice shall also be given by

either (i) or (ii) in the immediately preceding sentence. All notices shall be addressed as follows:

If to Buyer, to:

Heitman Capital Management LLC

110 North Wacker Drive, Suite 4000

Chicago, Illinois 60606

Attention: Jack Kriva

Email: xxx@xxx.com

With copy to:

Heitman Capital Management LLC

110 North Wacker Drive, Suite 4000

Chicago, Illinois 60606

Attention: Nicole Burke

Email: xxx@xxx.com

With a copy to :

Seward & Kissel LLP

One Battery Park Plaza, 20th

Floor

New York, New York 10004

Attention: Rhona J. Kisch, Esq.

Email: xxx@xxx.com

If to Seller, to:

Chiron Real Estate Inc.

7373

Wisconsin Avenue, Suite 800

Bethesda,

Maryland 20814

Attention:

Jamie Barber

Email:

xxx@xxx.com

With copy to:

Taft Stettinius & Hollister

LLP

675 Fifteenth Street, Suite 2300

Denver, Colorado 80202

Attention: Hamid

Sheikh

Email: xxx@xxx.com

If to Title Company, to:

Stewart Title Guaranty Company

10 S. Riverside Plaza, Suite 1450

Chicago, Illinois 60606

Attn: Angeline Paolini

Telephone: (xxx) xxx-xxxx

Email: xxx@xxx.com

A party’s address may be changed by written

notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice.

All notices sent by mail shall be deemed effectively given on the date that is three (3) business days after the date of such

mailing. All notices personally delivered (including by nationally recognized overnight carriers, such as Federal Express) shall be deemed

effectively given on the date of such delivery (or, if delivery is attempted on a business day and refused, on the date of such attempted

delivery). In the event notice is given by electronic mail in PDF format or its equivalent, then notice shall be deemed effectively given

on the date and time that such electronic mail communication is sent, provided an original of such notice is sent in accordance with the

additional delivery required pursuant to this Section 15. The attorneys for the parties are hereby specifically authorized

to give notice on behalf of their respective client.

16.           Real

Estate Brokers’ Commissions. Seller and Buyer represent and warrant to each other that it has had no dealings with any real

estate broker or agent so as to entitle such broker or agent to any commission in connection with the sale of the Property to Buyer, except

for Fifth Third Securities, Inc. (“Seller’s Broker”), representing Seller. Seller’s Broker’s

fee or commission shall be paid by Seller pursuant to a separate agreement. Seller agrees to indemnify, defend and hold Buyer harmless

from and against any and all costs, liabilities, suits, claims, losses, damages, demands and expenses (including, without limitation,

attorneys’ fees and court costs) resulting from or in any way related to claims by third parties purporting to act on behalf of

Seller other than Seller’s Broker. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all costs,

liabilities, suits, claims, losses, damages, demands and expenses (including, without limitation, attorneys’ fees and court costs)

resulting from or in any way related to claims by third parties purporting to act on behalf of Buyer or Buyer’s affiliates. The

terms and provisions of this Section shall survive the termination of this Agreement or the consummation of this transaction

and the delivery and filing for record of the Deeds.

17.           Reserved.

18.           Reserved.

19.           General

Provisions.

(a)           The

titles and headings of the various Sections hereof are intended solely for means of reference and are not intended for any purpose

whatsoever to modify, explain or place any construction on any of the provisions of this Agreement.

(b)           If

any of the provisions of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or

unenforceable, the remainder of this Agreement by application of such provisions to persons or circumstances other than those as to whom

or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable

to the fullest extent permitted by law.

Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all other

agreements, negotiations, understandings, and representations made by and between the parties and their agents, real estate investment

advisor, servants, and employees, including, without limitation, any term sheet, letter of intent, access agreement, confidentiality agreement,

non-disclosure or similar agreement.

(d)           This

Agreement may not be modified, amended, waived or otherwise changed in any manner except by a writing executed by the parties hereto.

(e)           This

Agreement shall be deemed to be a contract made under the laws of the State of New York and shall be governed by and construed in accordance

with the laws of the State of New York for all purposes, without regard to its conflicts of laws principles, except for the enforcement

provisions for the sale of each Parcel which shall be governed by the laws of the state where such Parcel is located.

(f)            This

Agreement and all the covenants, terms and provisions contained herein shall be binding upon and inure to the benefit of the parties hereto

and their respective heirs, executors, administrators, legal representatives, successors and assigns, provided that neither Seller nor

Buyer shall assign any of their rights or obligations under this Agreement, provided that Buyer may assign this Agreement to any entity

controlling, controlled by or under common control with Buyer or any entity in which Buyer or any entity controlling, controlled by or

under common control with Buyer is a joint venture partner.

(g)           Whenever

the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any

gender shall be deemed to include and designate the masculine, feminine or neuter gender.

(h)           This

Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a

binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures on

this Agreement (including, but not limited to, DocuSign signatures, PDF signatures, scanned signatures or other electronic signatures),

which are transmitted electronically, shall be valid for all purposes; provided, however, any party shall deliver an original signature

on this Agreement to the other party upon request.

(i)            If

the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required must

be performed, or by which the closing of the transaction contemplated by this Agreement must be held, occurs or expires on a Saturday,

Sunday or legal holiday observed in New York, New York, then such time period shall be automatically extended through the close of business

on the next business day. As used herein “business day” shall mean Monday through Friday except for a day which is a federal

legal holiday in the United States or any other day on which commercial banks are authorized to close under the laws of, or are in fact

closed in, New York, New York. In computing any period of time described herein, the day of the act or event after which the designated

period of time begins to run is not to be included and the last day of the period so computed is to be included. Time is of the essence

in the performance of this Agreement.

(j)            The

prevailing party in any controversy or claim between or among the parties hereto, whether arising out of this Agreement or any instrument

or agreement executed in connection with the transaction contemplated hereby shall recover its reasonable attorney’s fees and costs.

The terms and provisions of this Subsection shall survive the consummation of this transaction and the delivery and filing for

record of the Deeds.

(k)           This

Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person or entity as

a third-party beneficiary, decree, or otherwise, except as set forth in subsection 20(b) below.

(l)            Prior

to Closing and from and after Closing, and subject to the terms and conditions of this subsection 19(l) and the requirements

of law, including the requirements of any Governmental Authority having jurisdiction over either Seller or any legal process, the parties

hereby agree that neither Buyer nor Seller nor any of their affiliates, agents, employees, advisors or representatives, including without

limitation any broker representing either Buyer or Seller (collectively, with respect to each of Buyer and Seller, its “Related

Parties”) shall issue any press release, publicity (oral or written) or advertising promotion relating to the transaction described

herein or otherwise announce or disclose or cause or permit to be announced or disclosed any details related to the transaction described

herein (individually, and collectively, a “Disclosure”) without the express written consent of, in the case of a Disclosure

by Seller or its Related Parties, Buyer, or in the case of a Disclosure by Buyer or its Related Parties, Seller. Notwithstanding anything

to the contrary contained in this Agreement, Seller acknowledges and agrees that (i) NYSCRF shall be permitted to disclose, without

restriction and without constituting a breach of any confidentiality obligation(s) set forth herein, (a) the existence of this

Agreement, the Joint Venture Agreement, and the transactions contemplated hereby and thereby, and (b) the structure, terms, and nature

of NYSCRF’s investment in the joint venture, in each case by including such information in periodic or ad hoc reports, including

monthly transaction reports, published or made available on the OSC website (www.osc.ny.gov) or otherwise in accordance with applicable

law, policy, or governmental practice. Seller further acknowledges that the disclosures described in the immediately preceding sentence

may be made without prior notice to Seller and may include summaries, descriptions, or other information regarding the transactions and

investment structure as NYSCRF or OSC deem appropriate and that any such disclosure by NYSCRF or OSC shall not constitute a breach of

this Agreement. The provisions of this subsection 19(l) shall survive the Closing.

(m)          In

addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by either party on or prior

to the Closing Date, each party agrees to perform, execute and deliver, but without any obligation to incur any additional liability or

expense or diminish any right or benefit, on or after the Closing any further deliveries and assurances as may be reasonably necessary

to consummate the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the Property to Buyer.

(n)           TO

THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(o)           With

respect to each Parcel located in the State of Texas, it is the express intent of the parties hereto that the provisions of Sections 8

and 9 govern the rights of the parties in the event of damage to or condemnation of any such Parcel and that the Uniform

Vendor and Purchaser Risk Act (Section 5.007 of the Texas Property Code) not apply to this Agreement. With respect to each Parcel

located in the State of Nevada, Sections 8 and 9 are intended as an express provision with respect to the casualty and/or condemnation

of the Property which supersedes the provisions of Nevada’s Uniform Vendor and Purchaser Risk Act, Nevada Revised Statutes 113.030,

et. seq., such that such act shall not apply to the transactions contemplated by this Agreement.

(p)           Each

Seller shall be jointly and severally liable with each other Seller under this Agreement. Each Buyer shall be jointly and severally liable

with each other Buyer under this Agreement.

(q)           The

Purchase Price and all other monetary amounts referenced in this Agreement are designated in the currency of the United States Dollar.

20.           Default.

(a)           IF

THERE SHALL BE ANY DEFAULT OF BUYER’S OBLIGATIONS TO CONSUMMATE THE CLOSING UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT

WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGE TO SELLER BECAUSE OF THE NATURE OF THE PROPERTY. ACCORDINGLY,

BUYER AND SELLER AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF BUYER’S

DEFAULT UNDER THIS AGREEMENT, THEN THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES FOR SUCH DEFAULT, AND

SELLER SHALL BE ENTITLED, TO TERMINATE THIS AGREEMENT WHEREIN THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES, WHICH SHALL

BE SELLER’S SOLE AND EXCLUSIVE REMEDY, AND NEITHER PARTY HERETO SHALL THEREAFTER BE UNDER ANY FURTHER LIABILITY OR OBLIGATION TO

THE OTHER PARTY HEREUNDER, EXCEPT TO THE EXTENT SUCH OBLIGATIONS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PAYMENT OF THE

DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. If there shall be any default by Buyer under this Agreement

other than a failure of Buyer’s closing deliveries pursuant to Section 3(c), or a default of Buyer’s obligations to consummate

the Closing under this Agreement, and such default is not cured within ten (10) days after written notice thereof is delivered by

Seller to Buyer, then Seller shall be entitled to pursue all rights and remedies available at law or in equity. In no event shall Buyer

be liable for any general, indirect, special, exemplary, punitive or incidental damages. Notwithstanding anything to the contrary herein,

Seller on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related

and affiliated entities, successors and assigns hereby agrees that in no event or circumstance shall any of the shareholders, members,

partners, employees, representatives, officers, directors, agents, affiliated or related entities of Buyer, have any personal liability

under this Agreement. Notwithstanding anything to the contrary contained herein, this Section shall not limit Buyer’s liability

for fraud, Buyer’s indemnification obligations, payment of Seller’s reasonable attorney’s fees and costs, Buyer’s

confidentiality obligations and Buyer’s obligations for closing costs, prorations and re-proration.

(b)           In

the event of any material default by Seller that results in the Closing failing to occur, including without limitation as a result of

a failure of the conditions precedent set forth in Subsection 12(a)(ii), (iii), (iv) and/or (viii), the Closing Date shall

be extended for thirty (30) days and if such default is not cured within such thirty (30) day period, Buyer, as Buyer’s sole remedy,

shall have the right to (i) terminate this Agreement in whole or partially with respect to any applicable Parcel(s) affected

by such default, in which case the Deposit or the Allocated Deposit(s) (as applicable) shall be returned to Buyer, and Seller shall

reimburse Buyer for all of Buyer’s reasonable, documented, third party costs and expenses actually incurred by Buyer up to a maximum

of Two Hundred Thousand and No/100 Dollars ($200,000.00) per Parcel subject to said termination, and upon receipt of the same, this

Agreement shall, as applicable, be terminated in whole or partially with respect to any applicable Parcel(s) affected by such default

(including the obligation to sell the applicable Parcel and pay the applicable Allocated Purchase Price) and neither party hereto shall

thereafter be under any further liability or obligation to the other party hereunder, except to the extent such obligations expressly

survive the termination of this Agreement (or the applicable portion thereof); (ii) seek specific performance of this Agreement,

it being acknowledged that the Property is unique and that monetary damages would not be an adequate remedy, provided that if Buyer elects

to proceed pursuant to this clause (ii) and specific performance is not available because Seller has sold the Property to a

third party during the pendency of this Agreement, Buyer shall be entitled to pursue all remedies available at law or in equity for Seller’s

breach of its obligations hereunder and the Buyer’s actual damages for such breach shall be deemed equal to the sum of (x) Buyer’s

reasonable, documented, third party out of pocket costs and expenses actually incurred by Buyer, plus (y) the amount by which the

gross purchase price received by Seller or its applicable affiliates in connection with a third-party conveyance of the Property exceeds

the Purchase Price or the Allocated Purchase Price(s) (as applicable) hereunder, or (iii) waive such default in writing and

proceed to Closing in accordance with this Agreement. If Buyer fails to file suit for specific performance against any Seller in a court

having jurisdiction in the county and state in which the Property are located, on or before ninety (90) days following the date upon

which Closing was to have occurred, Buyer shall be deemed to have waived any and all right it may have to sue Seller for specific performance

of Seller’s obligations under this Agreement, and shall be deemed to have elected to proceed pursuant to clause (i) above,

and during the pendency of such suit for specific performance against an applicable Seller, this Agreement shall remain in full force

and effect, the Closing Date shall be extended and upon resolution of the suit for specific performance and satisfaction of all conditions

precedent set forth herein, the Buyer and each Seller shall consummate the Closing in accordance with the terms hereof. In no event shall

Seller be liable for any general, indirect, special, exemplary, punitive, incidental or consequential damages or for loss of profits.

Notwithstanding anything to the contrary herein, Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives,

officers, directors, agents, related and affiliated entities, successors and assigns hereby agrees that in no event or circumstance shall

any of the shareholders, members, managers, partners, employees, representatives, officers, directors, agents, property management company,

affiliated or related entities of Seller or Seller’s property management company, have any personal liability under this Agreement.

Notwithstanding anything to the contrary contained herein, except for Seller’s or its affiliates fraud, Seller’s obligations

under Section 16, Seller’s obligations to pay Buyer’s reasonable attorney’s fees and costs under Section 19(j),

Seller’s confidentiality obligations under Section 19(l), and Seller’s reproration obligations under Section 7(a) (collectively,

the “Cap Exclusions”), the maximum aggregate post-Closing liability of Seller, and the maximum aggregate amount which

may be awarded to and collected by Buyer (including, without limitation, for any breach of any representation, warranty and/or covenant

of Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith after Closing, shall, under no circumstances

whatsoever, exceed one and one-half percent (1.5%) of the Purchase Price (the “Liability Cap”) and any liability

of Seller with respect to the Cap Exclusions shall not be considered with regard to calculating whether Seller’s post-Closing liability

has exceeded the Liability Cap. In addition, Chiron Real Estate LP, a Delaware limited partnership (the “Seller Member”),

the member of the Seller and the member of the initial manager of COMREF Chiron IRF, LLC, a Delaware limited liability company (the “Joint

Venture”), which is the member of each Buyer and governed by that certain Limited Liability Company Agreement dated on or about

the date hereof (as may be amended from time to time, the “Joint Venture Agreement”), acknowledges that the Seller

Member shall be jointly and severally liable to the Comptroller of the State of New York, as Trustee of the Common Retirement Fund (together

with any successor “Investor” under the Joint Venture Agreement, the “Investor Member”), under the Joint

Venture Agreement for the Investor Member’s pro rata share of any amounts owed to Buyer by Seller (as determined pursuant to a binding

settlement agreement between Buyer and Seller, a final non-appealable order, judgment or decree by a court of competent jurisdiction or

an order, judgment or decree by a court of competent jurisdiction and the expiration without appeal of the period, if any, allowed by

applicable law in which to appeal therefrom) on account of Seller’s failure to satisfy its post-Closing obligations hereunder and

that any sums distributable or payable to the Seller Member under the Joint Venture Agreement may be offset by the Investor Member against

any amounts (as determined pursuant to a binding settlement agreement between Buyer and Seller, a final non-appealable order, judgment

or decree by a court of competent jurisdiction or an order, judgment or decree by a court of competent jurisdiction and the expiration

without appeal of the period, if any, allowed by applicable law in which to appeal therefrom) that are owed to the Investor Member as

more particularly set forth in Section 18.22 of the Joint Venture Agreement. The Investor Member shall be deemed a third-party beneficiary

of this subsection 20(b).

21.           1031

Exchange. Seller and Buyer acknowledge that Buyer and each Seller have the right to sell and purchase the Property or part thereof

under the provisions of a Code Section 1031 Tax Deferred Exchange (the “Exchange”). Each Seller and Buyer hereby

agree to cooperate in executing any document required by such an Exchange provided that (i) each party incurs no additional material

cost or liability due to such an Exchange and (ii) the Closing shall not be delayed or affected by an Exchange nor shall the consummation

or accomplishment of the Exchange be a condition precedent or condition subsequent to the obligations under this Agreement of the party

conducting the Exchange and (iii) the party conducting an Exchange (the “Exchangor”) shall effect the Exchange

through a qualified intermediary and the other party shall not be required to acquire or hold title to any real property for the purposes

of consummating such Exchange and (iv) the Exchangor shall indemnify, defend and hold harmless the other party from and against any

costs, expense, or liabilities incurred as a result of the Exchange conducted by the Exchangor, included, but not limited to legal fees,

accounting fees and any other expenses incurred as a result of an Internal Revenue Service audit of the Exchange. Neither party shall

by this agreement of acquiescence to an Exchange (1) have its rights under this Agreement affected in any manner, or (2) be

responsible for compliance with or be deemed to have warranted to the party conducting the Exchange that such Exchange in fact complies

with §1031 of the Code.

22.           Bulk

Sale Indemnity by Seller: Mechanicsburg Seller and Altoona Seller shall, prior to Closing, timely provide the notice of sale required

under the Bulk Sales Statutes (as hereinafter defined) and provide a copy of such notice to Buyer. Subsequent to Closing, Mechanicsburg

Seller and Altoona Seller shall (i) diligently prosecute applications to obtain tax clearance certificates from the Commonwealth

of Pennsylvania Department of Labor & Industry and the Commonwealth of Pennsylvania Department of Revenue pursuant to the Bulk

Sales Statutes showing that all required Pennsylvania tax reports have been filed and all Pennsylvania taxes and unemployment compensation

contributions have been paid to and including the Closing Date (the “Tax Certificates”) and (ii) fully comply

with the Bulk Sales Statutes. As used herein, the term “Bulk Sales Statutes” shall mean all of the following: 72 P.S.

§ 1403, as amended; 69 P.S. § 529, as amended; 72 P.S. § 7240, as amended; 72 P.S. § 7321.1, as amended; 43 P.S. §

788.3, as amended. Mechanicsburg Seller and Altoona Seller each agrees to indemnify, defend, protect and hold harmless Buyer and its members,

partners, successors and assigns (collectively, the “Bulk Sales Indemnified Parties”) from and against any and all

direct damages, losses, liens, liabilities, obligations, fines, penalties, causes of action, litigation, demands, defenses, judgments,

suits, proceedings, fees, costs, disbursements or expenses (including without limitation reasonable attorneys’ fees, disbursements

and related costs) actually incurred or sustained by or awarded against any of the Bulk Sales Indemnified Parties arising out of or relating

to Mechanicsburg Seller’s or Altoona Seller’s liability, respectively, under the Bulk Sales Statutes and/or its failure to

comply with its obligations under this Section. This obligation shall survive Closing until the earlier of the date the Seller has delivered

to Buyer the Tax Certificates, or the applicable statute of limitations for successor liability under the Bulk Sales Statutes has expired.

23.           Reserved.

24.           Coal

Severance Notice. “THIS DOCUMENT DOES NOT SELL, CONVEY, TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF

SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL HAVE THE COMPLETE LEGAL RIGHT

TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR

OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE

CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT.”

[Remainder of Page Intentionally Left Blank;

Signature Page Follows]

IN WITNESS WHEREOF, Seller

and Buyer have caused this instrument to be duly executed as of the Effective Date.

BUYER:

ALTOONA PA IRF, LLC,

MECHANICSBURG PA IRF, LLC,

MESA AZ IRF, LLC,

SURPRISE AZ IRF, LLC,

SHERMAN TX IRF, LLC,

LAS VEGAS NV IRF, LLC and

OKLAHOMA CITY OK IRF, LLC,

each a Delaware limited liability company

By:

COMREF Chiron IRF, LLC,

a Delaware limited liability company

Its:

Managing Member

By:

Chiron JV Manager II, LLC,

a Delaware limited liability company

Its:

Manager

By:

/s/ Robert

J. Kiernan

Name:

Robert J. Kiernan

Title:

Chief Financial Officer and Treasurer

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature

Page to Agreement of Purchase and Sale]

SELLER:

GMR ALTOONA, LLC,

GMR MECHANICSBURG, LLC,

GMR MESA, LLC,

GMR SHERMAN, LLC,

GMR LAS VEGAS, LLC,

GMR SURPRISE, LLC, and

GMR OKLAHOMA NORTHWEST, LLC,

each a Delaware limited liability company

By:

Chiron Real Estate LP,

a Delaware limited partnership

Its:

Sole Member

By:

Chiron Real Estate GP LLC,

a Delaware limited liability company

Its:

General Partner

By:

Chiron Real Estate, Inc.,

a Maryland corporation

Its:

Sole Member

By:

/s/ Robert

J. Kiernan

Name:

Robert J. Kiernan

Title:

Chief Financial Officer and Treasurer

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature

Page to Agreement of Purchase and Sale]

SELLER

MEMBER:

CHIRON REAL ESTATE LP, a Delaware limited

partnership, solely for the purposes of Section 20(b)

By:

Chiron Real Estate GP LLC,

a Delaware limited liability company

Its:

General Partner

By:

Chiron Real Estate Inc.,

a Maryland corporation

Its:

Sole Member

By:

/s/ Robert J. Kiernan

Name:

Robert J. Kiernan

Title:

Chief Financial Officer and Treasurer

[Signature

Page to Agreement of Purchase and Sale]

JOINDER BY TITLE COMPANY

Stewart Title Guaranty Company (1) acknowledges

receipt of this Agreement, executed on behalf of Seller and Buyer and (2) agrees to hold in escrow and deliver strictly in accordance

with this Agreement (including, but not limited to, Section 5 and Exhibit L of this Agreement) all documents and funds delivered

to it in escrow pursuant to this Agreement.

Dated: ___________, 2026

STEWART TITLE GUARANTY COMPANY

By:

Name:

Title:

[Signature

Page to Joinder by Title Company]

LIST OF EXHIBITS

Exhibit A

Legal Descriptions

Exhibit B

Rent Roll

Exhibit C

Assignment and Assumption of Leases

Exhibit D

Assignment and Assumption of Intangibles

Exhibit E

Bill of Sale

Exhibit F

Definitions

Exhibit G

Due Diligence Materials

Exhibit H

Tenant Notice

Exhibit I

Certification of Non-Foreign Status (FIRPTA)

Exhibit J

Owner’s Affidavit and Gap Undertaking

Exhibit K

Stewart Non-Imputation Affidavit

Exhibit L

Escrow Provisions

Exhibit M

Tenant Estoppel Certificate

Schedule 1(a)

Parcels

Schedule 1(b)

Personal Property

Schedule 2

Allocated Purchase Prices & Allocated Deposits

Schedule 3(a)(i)-1

Form of PA Deeds

Schedule 3(a)(i)-2

Form of Sherman Deed

Schedule 3(a)(i)-3

Form of Las Vegas Deed

Schedule 3(a)(i)-4

Form of Oklahoma Deed

Schedule 3(a)(i)-5

Form of AZ Deeds

Schedule 7(a)(i)

Estimated Future Leasing Expenses

EXHIBIT LIST

Schedule 10(a)(vi)

Pending Litigation

Schedule 10(a)(vii)

Pending Violations

Schedule 10(a)(viii)

Environmental Reports

Schedule 10(a)(ix)-1

Leases

Schedule 10(a)(ix)-2

Leasing Expenses

Schedule 10(a)(ix)-3

Security Deposits

Schedule 10(a)(xi)

Purchase Contracts, ROFRs, ROFOs and Purchase Options

EXHIBIT A-1

ALTOONA PARCEL Legal

DescriptioN

EXHIBIT A-1

EXHIBIT A-2

MECHANICSBURG PARCEL Legal

DescriptioN

EXHIBIT A-3

MESA PARCEL Legal

DescriptioN

EXHIBIT A-3

EXHIBIT A-4

SHERMAN PARCEL Legal

DescriptioN

EXHIBIT A-4

EXHIBIT A-5

LAS VEGAS PARCEL Legal

DescriptioN

EXHIBIT A-5

EXHIBIT A-6

SURPRISE PARCEL Legal

DescriptioN

EXHIBIT A-6

EXHIBIT A-7

OKLAHOMA PARCEL Legal

DescriptioN

EXHIBIT A-7

EXHIBIT B

RENT ROLL

EXHIBIT B

EXHIBIT C

ASSIGNMENT AND ASSUMPTION OF LEASES

EXHIBIT C - Page 1

EXHIBIT D

ASSIGNMENT AND ASSUMPTION OF INTANGIBLES

EXHIBIT D - Page 1

EXHIBIT E

Bill of Sale

EXHIBIT E - Page 1

EXHIBIT F

Definitions

For purposes of this Agreement

of Purchase and Sale, the following terms shall have the following meanings:

a.             “Environmental

Laws” shall mean, collectively, (i) all present federal, state, city, county and local laws, rules, order, decrees, regulations

and ordinances and principles of common law relating to the protection of the environment or public health including, but not limited

to, the Comprehensive Environmental Response, Compensation and Liability Act, (42 U.S.C. § 9601, et seq., as amended), the

Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq., as amended), the Resource Conservation and Recovery Act

(42 U.S.C. § 6901, et seq., as amended), the Clean Water Act (33 U.S.C. § 7401, et seq. as amended), the Safe

Drinking Water Act (42 U.S.C. § 300f, et seq., as amended) the Toxic Substances Control Act (15 U.S.C. § 2601, et

seq. as amended), the Superfund Amendment and Reauthorization Act, the Clean Air Act, the Federal Water Pollution Control Act, the

River and Harbors Appropriation Act, the Emergency Planning and Community Right to Know Act, the Oil Pollution Act of 1990, the Occupational

Health and Safety Act, the Federal Insecticide, Fungicide and Rodenticide Act, the National Environmental Policy Act, the Noise Control

Act and the Uranium Mill Tailings Radiation Control Act, (ii) the Nevada Hazardous Materials law (Nevada Revised Statutes (“NRS”)

Chapter 459); the Nevada Collection and Disposal of Solid Waste law and Nevada Disposal of Sewage law (NRS Section 444.440 et seq.);

the Nevada Water Controls law (NRS Chapter 445A); the Nevada Air Pollution law (NRS Chapter 445B); the Nevada Environmental Requirements;

Cleanup of Discharged Petroleum laws (NRS Chapter 445C); the Nevada Appropriation of Public Waters law (NRS 533.324 to 533.4377, inclusive);

NRS 502.390; the Nevada Occupational Safety and Health Act (NRS Chapter 618); NRS 503.585 and NRS 527.270 only with respect to the Las

Vegas Parcel, and (iii) any state, city, county and local counterparts of such foregoing statutes or regulations set forth in (i).

b.             “Hazardous

Materials” shall mean all those things defined as “hazardous substances,” “hazardous materials,” “hazardous

wastes,” “pollutants,” “contaminants,” “toxic substances,” “petroleum products,”

“radioactive materials” or other similar terms in any of the Environmental Laws.

EXHIBIT F - Page 1

EXHIBIT G

Due Diligence Materials

EXHIBIT G - Page 1

EXHIBIT H

Form of Tenant Notice

EXHIBIT H - Page 1

EXHIBIT I

CERTIFICATION OF NON-FOREIGN STATUS

EXHIBIT I - Page 1

EXHIBIT J

OWNER'S AFFIDAVIT AND GAP UNDERTAKING

EXHIBIT J - Page 1

EXHIBIT K

STEWART NON-IMPUTATION AFFIDAVIT

EXHIBIT K - Page 1

EXHIBIT L

ESCROW PROVISIONS

EXHIBIT L - Page 1

EXHIBIT M

Tenant

Estoppel Certificate

EXHIBIT M - Page 1

SCHEDULE 1(a)

Parcels

Owner Entity

Property Address

GMR ALTOONA, LLC

2005 Valley View Boulevard, Altoona, PA 16602

GMR MECHANICSBURG, LLC

156 and 175 Lancaster Boulevard, Mechanicsburg, PA 17055

GMR MESA, LLC

5652 East Baseline Road, Mesa, AZ 85206

GMR SHERMAN, LLC

1810 West US Highway 82, Sherman, TX 75092

GMR LAS VEGAS, LLC

9175 West Oquendo Road, Las Vegas, NV 89113

GMR SURPRISE, LLC

13060 West Bell Road, Surprise, AZ 85378

GMR OKLAHOMA NORTHWEST, LLC

5401 West Memorial Road, Oklahoma City, OK 73142

SCHEDULE 1(a)

SCHEDULE 1(b)

Personal Property

SCHEDULE 1(b)

SCHEDULE 2

Allocated Purchase Prices & Allocated

Deposits

SCHEDULE 2

Schedule 3(a)(i)-1

Form of PA Deeds

SCHEDULE 3(a)(i)-1

Schedule 3(a)(i)-2

Form of Sherman Deed

SCHEDULE 3(a)(i)-2

Schedule 3(a)(i)-3

Form of Las Vegas Deed

SCHEDULE 3(a)(i)-3

Schedule 3(a)(i)-4

Form of Oklahoma Deed

SCHEDULE 3(a)(i)-4

Schedule 3(a)(i)-5

Form of AZ Deeds

SCHEDULE 3(a)(i)-5

Schedule 7(a)(i)

Estimated Future Leasing Expenses

SCHEDULE 7(a)(i)

Schedule 10(a)(vi)

Pending Litigation

SCHEDULE 10(a)(vi)

Schedule 10(a)(vii)

Pending Violations

SCHEDULE 10(a)(vii)

Schedule 10(a)(viii)

Environmental Reports

SCHEDULE 10(a)(viii)

Schedule 10(a)(ix)-1

Leases

SCHEDULE 10(a)(ix)-1

Schedule 10(a)(ix)-2

Leasing Expenses

SCHEDULE 10(a)(ix)-2

Schedule 10(a)(ix)-3

Security Deposits

SCHEDULE 10(a)(ix)-3

Schedule 10(a)(xi)

Purchase Contracts, ROFRs, ROFOs and Purchase

Options

SCHEDULE 10(a)(xi)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619294d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Chiron Real Estate Inc.

Unaudited Pro Forma Condensed Consolidated Financial

Statements

On June 26, 2026, Chiron Real Estate Inc.

(the “Company”), through certain subsidiaries, entered into an Agreement of Purchase and Sale (the “Joint Venture Sale

Agreement”), and on June 29, 2026 completed the sale of, a portfolio of seven inpatient rehabilitation facilities located in

Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise, Arizona; and Oklahoma

City, Oklahoma (collectively, the “Properties”).

Pursuant to the Joint Venture Sale Agreement,

the Company sold the Properties, together with the related leases, security deposits and certain other tangible and intangible assets

associated with the ownership and operation of the Properties, and acquired a 15% ownership interest in the joint venture that acquired

the Properties (collectively, the “Transaction”). The aggregate sale price for the Transaction was $217.0 million, subject

to customary prorations, adjustments and credits set forth in the Joint Venture Sale Agreement. Following the Transaction, the Company

no longer consolidates the Properties and expects to account for its acquired interest in the joint venture as an investment in an unconsolidated

joint venture.

The unaudited pro forma condensed consolidated

financial information is being provided pursuant to Article 11 of Regulation S-X to reflect the disposition of the Properties, which

represents a significant disposition of a business. The unaudited pro forma condensed consolidated financial statements were derived from

the Company’s historical consolidated financial statements and the historical financial information of the Properties, and include

transaction accounting adjustments to reflect the Transaction, including the removal of the historical assets, liabilities and results

of operations attributable to the Properties, recognition of the Company’s acquired 15% ownership interest in the joint venture,

the estimated gain on sale and other Transaction-related impacts described in the accompanying notes.

The unaudited pro forma condensed consolidated

balance sheet reflects the Transaction as if it occurred on the balance sheet date presented. The unaudited pro forma condensed consolidated

statements of operations reflect the Transaction as if it occurred on the first day of the earliest period presented.

The unaudited pro forma condensed consolidated

financial statements and the accompanying notes should be read in conjunction with the Company’s historical consolidated financial

statements and accompanying notes included in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

The unaudited pro forma condensed consolidated

financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial

condition or results of operations had the Transaction occurred on the dates indicated, nor does it project the Company’s results

of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed consolidated

financial information based on available information using assumptions it believes are reasonable. Actual results reported by the Company

in periods following the Transaction may differ materially from this unaudited pro forma condensed consolidated financial information.

Chiron Real Estate Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2026

(in thousands)

Transaction Accounting Adjustments

Company

Historical

Disposition Adjustments

(Note 2a)

Additional

Transaction Accounting Adjustments

Pro Forma

ASSETS

Investment in real estate:

Land

$ 169,917

$ (12,590 )

$ —

$ 157,327

Building

1,073,953

(140,782 )

—

933,171

Site improvements

25,783

(1,979 )

—

23,804

Tenant improvements

81,168

(12,593 )

—

68,575

Acquired lease intangible assets

144,573

(15,629 )

—

128,944

1,495,394

(183,573 )

—

1,311,821

Less: accumulated depreciation and amortization

(353,309 )

51,768

—

(301,541 )

Investment in real estate, net

1,142,085

(131,805 )

—

1,010,280

Cash and cash equivalents

8,183

—

194,871 2(b)

203,054

Restricted cash

2,778

(489 )

—

2,289

Tenant receivables, net

6,800

—

6,802

Due from related parties

177

—

177

Escrow deposits

546

—

546

Deferred assets

29,953

(7,838 )

—

22,115

Derivative assets

7,218

—

7,218

Goodwill

5,903

—

5,903

Investment in unconsolidated joint venture

8,902

—

16,349 2(c)

25,251

Other assets

25,474

(1,694 )

—

23,780

Total assets

$ 1,238,019

$ (141,824 )

$ 211,220

$ 1,307,415

LIABILITIES AND EQUITY

Liabilities:

Credit Facility, net of unamortized debt issuance costs of $9,686 at March 31, 2026

$ 662,314

$ —

$ 662,314

Notes payable, net of unamortized debt issuance costs of $0 at March 31, 2026

1,096

—

1,096

Accounts payable and accrued expenses

15,022

(107 )

—

14,915

Dividends payable

12,708

—

12,708

Security deposits

3,486

(531 )

—

2,955

Other liabilities

18,368

(714 )

—

17,654

Acquired lease intangible liabilities, net

4,375

—

4,375

Total

liabilities

$ 717,369

$ (1,352 )

$ —

$ 716,017

Commitments and Contingencies

Equity:

Preferred stock, $0.001 par value, 10,000 shares authorized; 5,155 shares issued and outstanding at March 31, 2026 (liquidation preference of $128,875 at March 31, 2026)

124,106

—

124,106

Common stock, $0.001 par value, 100,000 shares authorized; 13,235 shares issued and outstanding at March 31, 2026

—

Additional paid-in capital

729,514

—

729,514

Accumulated deficit

(360,640 )

(139,361 )

205,488 2(d)

(294,513 )

Accumulated other comprehensive income

7,218

—

7,218

Total Chiron Real Estate stockholders' equity

500,211

(139,361 )

205,488

566,338

Noncontrolling interest

20,439

(1,111 )

5,732 2(e)

25,060

Total equity

520,650

(140,472 )

211,220

591,398

Total liabilities and equity

$ 1,238,019

$ (141,824 )

$ 211,220

$ 1,307,415

Chiron Real Estate Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except per share data)

Transaction Accounting Adjustments

Company

Historical

Disposition Adjustments

(Note 3a)

Additional Transaction Accounting Adjustments

Pro

Forma

Revenue

Rental revenue

$ 147,682

$ (16,636 )

$ —

$ 131,046

Other income

526

—

526

Total revenue

148,208

(16,636 )

—

131,572

Expenses

General and administrative

19,998

—

19,998

Operating expenses

32,620

(310 )

—

32,310

Depreciation expense

44,025

(4,562 )

—

39,463

Amortization expense

15,017

(872 )

—

14,145

Interest expense

31,754

—

31,754

Total expenses

143,414

(5,744 )

—

137,670

Income before other income (expense)

4,794

(10,892 )

—

(6,098 )

Gain on sale of investment properties

1,487

—

70,748 3(b)

72,235

Impairment of investment properties

(13,014 )

—

(13,014 )

Equity (loss) income from unconsolidated joint ventures

(150 )

—

698 3(c)

548

Net (loss) income

$ (6,883 )

$ (10,892 )

$ 71,446

$ 53,671

Less: Preferred stock dividends

(6,280 )

—

(6,280 )

Less: Net loss (income) attributable

to noncontrolling interest

1,047

871

(5,716 ) 3(d)

(3,798 )

Net (loss) income attributable to common stockholders

$ (12,116 )

$ (10,021 )

$ 65,730

$ 43,593

Net (loss) income attributable to common stockholders per share – basic and diluted

$ (0.91 )

$ 3.26 3(e)

Weighted average shares outstanding – basic and diluted

13,379

Chiron Real Estate Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2026

(in thousands, except per share data)

Transaction Accounting Adjustments

Company

Historical

Disposition Adjustments

(Note 3a)

Additional

Transaction Accounting Adjustments

Pro

Forma

Revenue

Rental revenue

$ 38,021

$ (4,166 )

$ —

$ 33,855

Other income

—

Total revenue

38,064

(4,166 )

—

33,898

Expenses

General and administrative

5,089

—

5,089

Operating expenses

9,250

(89 )

—

9,161

Depreciation expense

11,087

(1,100 )

—

9,987

Amortization expense

3,740

(183 )

—

3,557

Interest expense

7,233

—

7,233

Total expenses

36,399

(1,372 )

—

35,027

Income before other income (expense)

1,665

(2,794 )

—

(1,129 )

Equity (loss) income from unconsolidated joint ventures

(11 )

—

185 3(c)

174

Net income (loss)

$ 1,654

$ (2,794 )

$ 185

$ (955 )

Less: Preferred stock dividends

(2,473 )

—

(2,473 )

Less: Net loss (income) attributable

to noncontrolling interest

—

Net loss attributable to common stockholders

$ (749 )

$ (2,794 )

$ 185

$ (3,358 )

Net (loss) income attributable to common stockholders per share – basic and diluted

$ (0.06 )

$ (0.25 ) 3(c)

Weighted average shares outstanding – basic and diluted

13,235

Chiron Real Estate Inc.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(in thousands, except per share data)

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated

financial statements have been prepared in accordance with Article 11 of Regulation S-X to give effect to the Company’s sale

of a portfolio of seven inpatient rehabilitation facilities located in Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona;

Sherman, Texas; Las Vegas, Nevada; Surprise, Arizona; and Oklahoma City, Oklahoma (collectively, the “Properties”) to a joint

venture in which the Company acquired a 15% ownership interest. The unaudited pro forma condensed consolidated balance sheet gives effect

to the Transaction as if it had occurred as of March 31, 2026. The unaudited pro forma condensed consolidated statements of operations

for the year ended December 31, 2025 and the three months ended March 31, 2026 give effect to the Transaction as if it had occurred

on January 1, 2025.

The unaudited pro forma condensed consolidated

financial statements were derived from the Company’s historical consolidated financial statements and the historical financial information

of the Properties. The pro forma adjustments are based on currently available information and assumptions that management believes are

reasonable under the circumstances. The unaudited pro forma condensed consolidated financial statements are presented for informational

purposes only and do not purport to represent what the Company’s results of operations or financial condition would have been had

the Transaction occurred on the dates indicated, nor do they project the Company’s results of operations or financial condition

for any future period or date.

2. Pro Forma Adjustments – Balance Sheet

The unaudited pro forma condensed consolidated

balance sheet reflects adjustments that are directly attributable to the Transaction.

(a) Represents the elimination of

the assets and liabilities attributable to the Properties for the periods presented.

(b) Represents the estimated net cash

proceeds at the closing of the Transaction:

Description

Amount

Aggregate sale price

$ 217,000

Less: Closing costs

(2,836 )

Less: Transaction costs

(2,944 )

Less: Joint venture investment

(16,349 )

Estimated net proceeds retained by the Company

$ 194,871

15% ownership interest in the joint venture that purchased the Properties.

(d) Accumulated deficit has been decreased

to reflect the receipt of net cash proceeds and removal of assets and liabilities related to the Transaction, as follows:

Description

Amount

Aggregate sale price

$ 217,000

Less: Closing and transaction costs

(5,780 )

Less: Aggregate book value of the properties sold

(140,472 )

Estimated gain on sale

$ 70,748

(e) Represents the impact to noncontrolling interest.

3. Pro Forma Adjustments – Statements of Operations

The unaudited pro forma condensed consolidated

statements of operations reflect adjustments that are directly attributable to the Transaction and expected to have a continuing impact

on the Company’s results of operations, as applicable.

(a) Represents the elimination of

revenues and expenses associated with the Properties.

(b) Represents the estimated gain

on sale associated with the Transaction.

15% share of the estimated earnings of the unconsolidated joint venture that acquired the Properties. The adjustment was calculated by

applying the Company’s 15% ownership interest to the estimated net income of the joint venture for the period presented, after giving

effect to the historical operating results of the Properties, applicable pro forma adjustments and estimated interest expense on debt

incurred by the joint venture in connection with the Transaction.

(d) Represents the impact of net (loss)

income attributable to noncontrolling interests.

(e) Represents the impact on earnings

per share related to pro forma adjustments.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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